JANUS INVESTMENT FUND
485BPOS, 1995-09-28
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                                                        Registration No. 2-34393

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

         Pre-Effective Amendment No.                                 /_/

   
         Post-Effective Amendment No.   69                           /X/
    

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
         OF 1940

   
         Amendment No.   52                                          /X/
    

                        (Check appropriate box or boxes.)

JANUS INVESTMENT FUND
(Exact Name of Registrant as Specified in Charter)

Suite 300, 100 Fillmore Street, Denver, Colorado 80206-4923
Address of Principal Executive Offices           (Zip Code)

Registrant's Telephone No., including Area Code:  303-333-3863

David C. Tucker  - Suite 300, 100 Fillmore Street, Denver, Colorado 80206-4923
(Name and Address of Agent for Service)

   
Approximate Date of Proposed Offering:  September 28, 1995
    

It is proposed that this filing will become effective (check appropriate line):

   
          X  immediately  upon filing pursuant to paragraph (b) of Rule 485.
          __ on (date) pursuant to paragraph (b) of Rule 485.
          __ 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
          __ on (date) pursuant to paragraph (a)(1) of Rule 485.
          __ 75 days after filing pursuant to paragraph (a)(2) of Rule 485.
          __ on (date) pursuant to paragraph (a)(2) of Rule 485.
    

If appropriate, check the following line:
          __ this  post-effective   amendment   designates  a  new effective 
             date for a previously filed  post-effective amendment.

       

Registrant has registered an indefinite number of shares of beneficial  interest
under the  Securities  Act of 1933  pursuant to Rule  24f-2(a)  and filed a Rule
24f-2 Notice on December 29, 1994,  for the fiscal year ended  October 31, 1994,
with respect to all of its series in existence as of October 31, 1994.


<PAGE>

   
                              JANUS INVESTMENT FUND
                (Janus Money Market Fund - Institutional Shares,
          Janus Government Money Market Fund - Institutional Shares and
           Janus Tax-Exempt Money Market Fund - Institutional Shares)

                              Cross Reference Sheet
                       Between Prospectus and Statement of
                    Additional Information and Form N-1A Item
      (Cross Reference Sheets for other series of Janus Investment Fund are
     included in previous post-effective amendments related to those series)
    


FORM N-1A ITEM                    CAPTION IN PROSPECTUS
- --------------                    ---------------------

PART A
- ------

1.  Cover Page                    Cover Page

   
2.  Synopsis                      Cover Page; Fee Table

3.  Condensed Financial           Financial Highlights; Performance
    Information

4.  General Description of        Investment Objectives, Policies and 
    Registrant                    Techniques; Miscellaneous Information

5.  Management of the Fund        Investment Adviser and Administrator;
                                  Miscellaneous Information

6.  Capital Stock and Other       Distributions and Taxes; Shareholder's Guide;
    Securities                    Miscellaneous Information

7.  Purchase of Securities Being  Shareholder's Guide
    Offered

8.  Redemption or Repurchase      Shareholder's Guide
    

9.  Pending Legal Proceedings     Not Applicable


<PAGE>

FORM N-1A ITEM                     CAPTION IN STATEMENT OF
                                   ADDITIONAL INFORMATION
- --------------                     ----------------------

PART B
- ------

10. Cover Page                     Cover Page

11. Table of Contents              Table of Contents

   
12. General Information and        Miscellaneous Information
    History

13. Investment Objectives and      Investment Policies and Restrictions; Types 
    Policies                       of Securities and Investment Techniques; 
                                   Appendix A - Description of Securities 
                                   Ratings; Appendix B - Description of 
                                   Municipal Securities

14. Management of the Fund         Investment Adviser and Administrator; 
                                   Officers and Trustees
    

15. Control Persons and Principal  Not Applicable
    Holders of Securities

   
16. Investment Advisory and        Investment Adviser and Administrator;
    Other Services                 Custodian, Transfer Agent and Certain
                                   Affiliations; Portfolio Transactions and
                                   Brokerage; Officers and Trustees; 
                                   Miscellaneous Information
    

17. Brokerage Allocation and       Portfolio Transactions and Brokerage
    Other Practices

   
18. Capital Stock and Other        Redemption of Shares; Miscellaneous
    Securities                     Information

19. Purchase, Redemption and       Determination of Net Asset Value; Purchase of
    Pricing of Securities Being    Shares; Redemption of Shares; Shareholder
    Offered                        Accounts

20. Tax Status                     Dividends and Tax Status
    

21. Underwriters                   Custodian, Transfer Agent and Certain
                                   Affiliations

   
22. Calculation of Performance     Performance Data
    Data

23. Financial Statements           Financial Statements
    

<PAGE>

                                     [LOGO]

                            JANUS MONEY MARKET FUND
                       JANUS GOVERNMENT MONEY MARKET FUND
                       JANUS TAX-EXEMPT MONEY MARKET FUND
                              Institutional Shares
                         100 Fillmore Street, Suite 300
                             Denver, CO 80206-4923
                                 (800) 29JANUS

   
               April 14, 1995 as supplemented September 28, 1995
    

Janus  Money  Market  Fund,  Janus  Government  Money  Market  Fund,  and  Janus
Tax-Exempt  Money Market Fund  (individually,  a "Fund" and,  collectively,  the
"Funds") are designed for investors who seek maximum  current income  consistent
with stability of capital.  This prospectus offers a separate class of shares of
each Fund  (collectively,  the "Shares")  exclusively to institutional  clients.
Each Fund is a  separate  series of Janus  Investment  Fund  (the  "Trust"),  an
open-end  management  investment  company.  The Funds are recently organized and
have a limited operating history.

Each Fund invests  exclusively  in high quality  money  market  instruments.  AN
INVESTMENT IN A FUND IS NEITHER  INSURED NOR GUARANTEED BY THE U.S.  GOVERNMENT.
THERE IS NO  ASSURANCE  THAT A FUND WILL BE ABLE TO  MAINTAIN A STABLE NET ASSET
VALUE OF $1.00 PER SHARE.

   
The  Shares  are  offered  only to certain  institutional  investors,  including
corporations,  foundations  and  trusts.  The Shares are  offered  with no sales
charges,  commissions,  redemption  fees,  Rule  12b-1  fees or  deferred  sales
charges. The minimum initial investment is $250,000.  There is no minimum amount
required for subsequent  investments.  For complete  details on how to purchase,
redeem and exchange Shares, please see the Shareholder's Guide beginning at page
10.

This Prospectus contains information about the Shares that prospective investors
should consider  before  investing and should be read carefully and retained for
future  reference.  Additional  information about the Shares is contained in the
Statement  of   Additional   Information   ("SAI")  dated  April  14,  1995,  as
supplemented September 28, 1995, which is filed with the Securities and Exchange
Commission  ("SEC") and is incorporated by reference into this  Prospectus.  The
SAI is available upon request and without charge by writing or calling the Funds
at the address or telephone number shown above.
    

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE
SECURITIES  COMMISSION NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE  ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

THIS  PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE OR
OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN
SUCH STATE OR OTHER JURISDICTION.


CONTENTS

   
FEE TABLE 
          .................................................................    2
FINANCIAL HIGHLIGHTS 
          .................................................................    3
INVESTMENT OBJECTIVES,
  POLICIES AND TECHNIQUES 
          .................................................................    4
INVESTMENT ADVISER AND ADMINISTRATOR 
          .................................................................    7
DISTRIBUTIONS AND TAXES 
          .................................................................    8
PERFORMANCE 
          .................................................................    9
MISCELLANEOUS INFORMATION 
          .................................................................    9
SHAREHOLDER'S GUIDE
How to Open an Account ....................................................   10
Purchasing Shares .........................................................   10
How to Exchange Shares ....................................................   11
How to Redeem Shares ......................................................   11
Special Shareholder Services
  and Other Information ...................................................   11


                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
    

                                       1
<PAGE>

FEE TABLE

SHAREHOLDER TRANSACTION EXPENSES (Applicable to each Fund)

Sales Load Imposed on Purchases                     None
Sales Load Imposed on Reinvested Dividends          None
Deferred Sales Load                                 None
Redemption Fees                                     None
Exchange Fee                                        None


   
ANNUAL OPERATING EXPENSES*
(Expressed as a percentage of average net assets)
<TABLE>
<CAPTION>
                                                             Management Fee      Other Expenses   Total Operating Expenses
                                                             --------------      --------------   ------------------------
<S>                                                                <C>                <C>                     <C> 
Janus Money Market Fund - Institutional Shares                     .10%               .05%                    .15%
Janus Government Money Market Fund - Institutional Shares          .10%               .05%                    .15%
Janus Tax-Exempt Money Market Fund - Institutional Shares          .10%               .05%                    .15%
</TABLE>
    

EXAMPLE*

You would indirectly pay the following expenses on a $1,000 investment, assuming
a 5% annual return, with or without redemption at the end of each period:

                                                               1 Year    3 Years
                                                               ------    -------
Janus Money Market Fund - Institutional Shares                     $2         $5
Janus Government Money Market Fund - Institutional Shares          $2         $5
Janus Tax-Exempt Money Market Fund - Institutional Shares          $2         $5

   
*The fees and expenses in the table and example above are based on the estimated
fees and expenses that the Shares expect to incur in their initial  fiscal year,
net of fee waivers  from the  investment  adviser.  Without  such  waivers,  the
Management Fee, Other Expenses and Total Operating  Expenses are estimated to be
 .20%, .15% and .35%,  respectively.  See "Investment  Adviser and Administrator"
for a more detailed discussion of the fees.
    

THE EXPENSES IN THE EXAMPLE ABOVE SHOULD NOT BE CONSIDERED A  REPRESENTATION  OF
PAST OR FUTURE  EXPENSES  AND ACTUAL  EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN. THE ASSUMED 5% ANNUAL RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED
A REPRESENTATION OF PAST OR FUTURE ANNUAL RETURNS,  WHICH MAY BE GREATER OR LESS
THAN THE ASSUMED  AMOUNT.  

The  purpose of the  preceding  table and  example is to assist the  investor in
understanding  the various costs and expenses that an investor in each Fund will
bear directly or  indirectly.  These  expenses are  described in greater  detail
under "Investment Adviser and Administrator."


   
                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
    

                                       2
<PAGE>

   
FINANCIAL HIGHLIGHTS

The  unaudited  information  below  is  for  the  period  from  April  14,  1995
(inception) to August 31, 1995.  Expense and income ratios have been  annualized
while total returns have not been annualized.
    

<TABLE>
   
<CAPTION>
                                                       Janus                    Janus                     Janus
                                                    Money Market      Government Money Market   Tax-Exempt Money Market
    Institutional Shares                               Fund(1)                  Fund(1)                   Fund(1)
    --------------------                               -------                  -------                   -------
<S>                                                      <C>                      <C>                       <C>  
 1. Net asset value, beginning of period                $1.00                    $1.00                     $1.00
    Income from investment operations:                                                                 
 2. Net investment income                                 .01                      .01                       .01
 3. Net gains or (losses) on securities                                                                
    (both realized and unrealized)                      --                       --                        --
 4. Total from investment operations                      .01                      .01                       .01
    Less distributions:                                                                                
 5. Dividends (from net investment income)               (.01)                    (.01)                     (.01)
 6. Distributions (from capital gains)                  --                       --                        --
 7. Total distributions                                  (.01)                    (.01)                     (.01)
 8. Net asset value, end of period                      $1.00                    $1.00                     $1.00
 9. Total return                                         2.26%                    2.21%                     1.43%
10. Net assets, end of period (in thousands)         $370,947                  $42,540                       $10
11. Ratio of expenses to average net assets               .15%                     .15%                      .15%
12. Ratio of net investment income                                                                     
    to average net assets                                5.90%                    5.77%                     3.87%
</TABLE>

(1) Period from April 14, 1995 (inception) through August 31, 1995.


                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
                                       3
    

<PAGE>

INVESTMENT OBJECTIVES, POLICIES AND TECHNIQUES

   
Unless  otherwise  stated,  the investment  objectives and policies set forth in
this  Prospectus are not  fundamental  and may be changed by the Trustees of the
Trust  (the  "Trustees")  without  shareholder  approval.  Shareholders  will be
notified of material changes in investment objectives or policies. If there is a
change in the investment objective or policies of any Fund,  shareholders should
consider  whether that Fund remains an appropriate  investment in light of their
then current  financial  position and needs. The Funds are subject to additional
investment  policies and  restrictions  described in the SAI,  some of which are
fundamental and may not be changed without shareholder approval.
    

INVESTMENT OBJECTIVES

The investment  objective of Janus Money Market Fund and Janus  Government Money
Market Fund is to seek  maximum  current  income to the extent  consistent  with
stability of capital.  The investment objective of Janus Tax-Exempt Money Market
Fund is to seek maximum  current income that is exempt from federal income taxes
to the extent  consistent  with stability of capital.  There can be no assurance
that a Fund will  achieve its  investment  objective  or that the Shares will be
able to maintain a stable net asset value of $1.00 per share.

COMMON INVESTMENT POLICIES

The Funds will invest only in eligible  high  quality,  short-term  money market
instruments  that present  minimal credit risks,  as determined by Janus Capital
Corporation,  the Funds'  investment  adviser  ("Janus  Capital"),  pursuant  to
procedures  adopted  by  the  Trustees.  Each  Fund  may  invest  only  in  U.S.
dollar-denominated  instruments  that have a  remaining  maturity of 397 days or
less (as calculated  pursuant to Rule 2a-7 under the  Investment  Company Act of
1940  ("1940  Act"))  and will  maintain  a  dollar-weighted  average  portfolio
maturity of 90 days or less. 

   
Except  to the  limited  extent  permitted  by Rule  2a-7  and  except  for U.S.
Government Securities (as defined below), each Fund will not invest more than 5%
of its total  assets in the  securities  of any one issuer.  A guarantor  is not
considered  an issuer for the purpose of this limit,  provided that the value of
all securities held by a Fund that are issued or guaranteed by that  institution
does not exceed 10% of the Fund's total assets.  In the case of Janus Tax-Exempt
Money Market Fund, up to 25% of its assets may be invested without regard to the
foregoing  limitations.  To ensure adequate  liquidity,  no Fund may invest more
than  10% of its  net  assets  in  illiquid  investments,  including  repurchase
agreements  maturing in more than seven days and certain time  deposits that are
subject  to early  withdrawal  penalties  and  mature in more than  seven  days.
Because the Funds are typically used as a cash management  vehicle,  they intend
to maintain a high degree of liquidity.  Janus Capital  determines  and monitors
the liquidity of portfolio securities under the supervision of the Trustees.
    

RATINGS.

   
High quality money market  instruments  include those that (i) are rated (or, if
unrated,  are issued by an issuer with  comparable  outstanding  short-term debt
that is rated) in one of the two highest rating  categories for short-term  debt
by any two nationally recognized statistical rating organizations ("NRSROs") or,
if only one  NRSRO  has  issued a rating,  by that  NRSRO or (ii) are  otherwise
unrated and determined by Janus Capital to be of comparable quality.  Each Fund,
except Janus Tax-Exempt Money Market Fund, will invest at least 95% of its total
assets in securities in the highest rating  category (as determined  pursuant to
Rule 2a-7).  Descriptions of the rating  categories of Standard & Poor's Ratings
Services,  Moody's  Investors  Service,  Inc.,  and  certain  other  NRSROs  are
contained  in the SAI,  as is a further  description  of the  Funds'  investment
policies.
    

Although  each Fund only invests in high quality  money market  instruments,  an
investment in a Fund is subject to risk even if all  securities in its portfolio
are paid in full at  maturity.  All money  market  instruments,  including  U.S.
Government  Securities,  can change in value as a result of changes in  interest
rates, the issuer's actual or perceived creditworthiness or the issuer's ability
to meet its obligations.

TYPES OF SECURITIES

JANUS MONEY MARKET FUND

Janus Money  Market Fund pursues its  objective  by investing  primarily in high
quality commercial paper and obligations of financial institutions. The Fund may
also  invest in U.S.  Government  Securities  (as defined  below) and  municipal
securities,  although the Fund expects to invest in such  securities to a lesser
degree.

DEBT SECURITIES.

The  Fund  may  invest  in  debt  obligations  of  domestic  issuers,  including
commercial  paper  (short-term  promissory  notes issued by companies to finance
their, or their affiliates', current obligations), notes and bonds, and variable
amount master demand notes. The Fund may invest in privately  issued  commercial
paper which is restricted as to disposition  under the federal  securities laws.
In general, any sale of this paper may not be made absent registration under the
Securities  Act of 1933 (the "1933 Act") or the  availability  of an appropriate
exemption therefrom. Pursuant to the provisions of Section 4(2) of the 1933 Act,
however,  some  privately  issued  commercial  paper is  eligible  for resale to
institutional  investors,  and  accordingly,  Janus Capital may determine that a
liquid  market  exists  for that paper  pursuant  to  guidelines  adopted by the
Trustees.

OBLIGATIONS OF FINANCIAL INSTITUTIONS.

The Fund may  invest in  obligations  of  financial  institutions.  Examples  of
obligations  in which the Fund may invest  include  negotiable  certificates  of
deposit, bankers' acceptances and time deposits of U.S. banks (including savings
and loan associations)  having total assets in excess of one billion dollars and
U.S.  branches of foreign  banks  having  total  assets in excess of ten billion
dollars.  The Fund may also invest in 


   
                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
                                       4
    

<PAGE>

Eurodollar and Yankee bank obligations as discussed below.

Certificates  of deposit  represent an  institution's  obligation to repay funds
deposited  with it that earn a  specified  interest  rate  over a given  period.
Bankers'  acceptances are negotiable  obligations of a bank to pay a draft which
has been drawn by a customer  and are usually  backed by goods in  international
trade. Time deposits are non-negotiable deposits with a banking institution that
earn a specified interest rate over a given period.  Fixed time deposits,  which
are  payable  at a  stated  maturity  date and  bear a fixed  rate of  interest,
generally  may be  withdrawn  on demand by the Fund but may be  subject to early
withdrawal  penalties  that could  reduce the Fund's  yield.  Unless  there is a
readily  available  market for them,  time  deposits  that are  subject to early
withdrawal  penalties and that mature in more than seven days will be treated as
illiquid securities.

EURODOLLAR OR YANKEE OBLIGATIONS.

The Fund may invest in Eurodollar and Yankee bank  obligations.  Eurodollar bank
obligations  are  dollar-denominated  certificates  of deposit or time  deposits
issued outside the U.S. capital markets by foreign branches of U.S. banks and by
foreign banks. Yankee bank obligations are dollar-denominated obligations issued
in the U.S. capital markets by foreign banks.

Eurodollar  (and to a limited  extent,  Yankee) bank  obligations are subject to
certain  sovereign  risks.  One  such  risk is the  possibility  that a  foreign
government  might  prevent  dollar-denominated  funds  from  flowing  across its
borders.  Other risks include:  adverse political and economic developments in a
foreign  country;  the extent and quality of government  regulation of financial
markets and  institutions;  the  imposition of foreign  withholding  taxes;  and
expropriation or nationalization of foreign issuers.

U.S. GOVERNMENT SECURITIES.

The Fund may invest  without  limit in U.S.  Government  Securities as described
below under "Janus Government Money Market Fund."

MUNICIPAL SECURITIES.

The Fund may invest in obligations of states,  territories or possessions of the
United States and their subdivisions,  authorities and corporations as described
below under "Janus  Tax-Exempt  Money Market  Fund." These  obligations  may pay
interest that is exempt from federal income taxation.

JANUS GOVERNMENT MONEY MARKET FUND

Janus   Government   Money  Market  Fund  pursues  its  objective  by  investing
exclusively in obligations issued and/or guaranteed as to principal and interest
by the United  States  government or by its agencies and  instrumentalities  and
repurchase agreements secured by such obligations.

U.S. GOVERNMENT SECURITIES.

U.S. Government Securities shall have the meaning set forth in the 1940 Act. The
1940 Act defines U.S.  government  securities  to include  securities  issued or
guaranteed by the U.S. government,  its agencies and  instrumentalities  and has
been interpreted to include repurchase  agreements  collateralized and municipal
securities refunded with escrowed U.S. government  securities ("U.S.  Government
Securities").  U.S.  Government  Securities in which the Fund may invest include
U.S. Treasury securities and obligations issued or guaranteed by U.S. government
agencies and  instrumentalities  that are backed by the full faith and credit of
the  U.S.   government,   such  as  those   guaranteed  by  the  Small  Business
Administration  or issued by the Government  National Mortgage  Association.  In
addition,  U.S.  Government  Securities  in which  the Fund may  invest  include
securities  supported primarily or solely by the creditworthiness of the issuer,
such as securities of the Federal  National  Mortgage  Association,  the Federal
Home Loan Mortgage  Corporation and the Tennessee Valley Authority.  There is no
guarantee  that the U.S.  government  will support  securities not backed by its
full faith and credit. Accordingly,  although these securities have historically
involved little risk of loss of principal if held to maturity,  they may involve
more  risk than  securities  backed  by the full  faith  and  credit of the U.S.
government.

JANUS TAX-EXEMPT MONEY MARKET FUND

Janus Tax-Exempt Money Market Fund pursues its objective by investing  primarily
in municipal  securities  whose  interest is exempt from federal  income  taxes,
including the federal alternative minimum tax. Although the Fund will attempt to
invest substantially all of its assets in municipal securities whose interest is
exempt from federal  income  taxes,  the Fund reserves the right to invest up to
20% of the value of its net assets in  securities  whose  interest is  federally
taxable. Additionally, when its portfolio manager is unable to locate investment
opportunities with desirable  risk/reward  characteristics,  the Fund may invest
without limit in cash and cash  equivalents,  including  obligations that may be
federally taxable (see "Taxable Investments").

MUNICIPAL SECURITIES.

   
The municipal  securities in which the Fund may invest include  municipal  notes
and short-term  municipal  bonds.  Municipal notes are generally used to provide
for the issuer's  short-term  capital needs and generally have maturities of 397
days or less. Examples include tax anticipation and revenue  anticipation notes,
which generally are issued in anticipation of various  seasonal  revenues,  bond
anticipation  notes,  construction  loan notes and tax-exempt  commercial paper.
Short-term  municipal bonds may include  "general  obligation  bonds," which are
secured by the issuer's pledge of its faith, credit and taxing power for payment
of principal and interest;  "revenue  bonds," which are generally  paid from the
revenues of a particular  facility or a specific excise tax or other source; and
"industrial  development  bonds,"  which  are  issued  by or on behalf of public
authorities to provide  funding for various  privately  operated  industrial and
commercial  facilities.  The Fund may also invest in high quality  participation
interests in municipal securities.  A more detailed description of various types
of municipal securities is contained in Appendix B in the SAI.
    

When the assets and revenues of an agency,  authority,  instrumentality or other
political  subdivision  are separate from those of the  


   
                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
                                       5
    

<PAGE>

government  creating  the  issuing  entity and a security  is backed only by the
assets and revenues of the issuing entity,  that entity will be deemed to be the
sole issuer of the security. Similarly, in the case of an industrial development
bond backed only by the assets and revenues of the non-governmental  issuer, the
non-governmental issuer will be deemed to be the sole issuer of the bond.

At times,  the Fund may invest more than 25% of the value of its total assets in
tax-exempt securities that are related in such a way that an economic, business,
or political  development or change  affecting one such security could similarly
affect the other securities;  for example,  securities whose issuers are located
in the same state,  or  securities  whose  interest is derived from  revenues of
similar type  projects.  The Fund may also invest more than 25% of its assets in
industrial development bonds or participation interests therein.

Yields on municipal securities are dependent on a variety of factors,  including
the  general  conditions  of the  money  market  and of the  municipal  bond and
municipal note markets, the size of a particular  offering,  the maturity of the
obligation and the rating of the issue. The achievement of the Fund's investment
objective  is  dependent  in part on the  continuing  ability of the  issuers of
municipal securities in which the Fund invests to meet their obligations for the
payment of principal and interest when due.  Obligations of issuers of municipal
securities  are subject to the  provisions of  bankruptcy,  insolvency and other
laws  affecting  the rights and remedies of  creditors,  such as the  Bankruptcy
Reform Act of 1978, as amended.  Therefore,  the  possibility  exists that, as a
result of litigation or other conditions, the ability of any issuer to pay, when
due, the principal of and interest on its municipal securities may be materially
affected.

MUNICIPAL LEASES.

The Fund may invest in  municipal  leases or  participation  interests  therein.
Municipal leases are municipal  securities which may take the form of a lease or
an installment  purchase or conditional  sales  contract.  Municipal  leases are
issued by state and local  governments and authorities to acquire a wide variety
of equipment and facilities.  Lease obligations may not be backed by the issuing
municipality's credit and may involve risks not normally associated with general
obligation bonds and other revenue bonds. For example, their interest may become
taxable if the lease is assigned  and the holders may incur losses if the issuer
does not appropriate  funds for the lease payment on an annual basis,  which may
result in  termination  of the lease and  possible  default.  Janus  Capital may
determine that a liquid market exists for municipal lease  obligations  pursuant
to guidelines established by the Trustees.

TAXABLE INVESTMENTS.

As discussed above,  although the Fund will attempt to invest  substantially all
of its assets in  municipal  securities  whose  interest is exempt from  federal
income  tax,  the  Fund  may  under  certain  circumstances  invest  in  certain
securities whose interest is subject to such taxation. These securities include:
(i)   short-term   obligations   of  the  U.S.   government,   its  agencies  or
instrumentalities,  (ii)  certificates  of  deposit,  bankers'  acceptances  and
interest-bearing  savings deposits of banks having total assets of more than one
billion dollars and whose deposits are insured by the Federal Deposit  Insurance
Corporation,  (iii) commercial paper and (iv) repurchase agreements as described
below covering any of the securities  described in items  (i)-(iii) above or any
other obligations of the U.S. government, its agencies or instrumentalities.

COMMON INVESTMENT TECHNIQUES

PARTICIPATION INTERESTS.

The Funds may invest in participation interests in any type of security in which
the  Funds  may  invest.  A  participation  interest  gives a Fund an  undivided
interest  in  the  underlying  securities  in the  proportion  that  the  Fund's
participation  interest  bears to the total  principal  amount of the underlying
securities. Participation interests usually carry a demand feature, as described
below,  backed by a letter of credit or guarantee of the institution that issued
the interests permitting the holder to tender them back to the institution.

DEMAND FEATURES.

The Funds  may  invest  in  securities  that are  subject  to puts and  stand-by
commitments  ("demand  features").  Demand  features  give the Fund the right to
resell  securities  at specified  periods prior to their  maturity  dates to the
seller or to some third party at an agreed-upon price or yield.  Securities with
demand features may involve certain expenses and risks,  including the inability
of the  issuer  of the  instrument  to pay for the  securities  at the  time the
instrument is exercised,  non-marketability  of the instrument  and  differences
between  the  maturity  of the  underlying  security  and  the  maturity  of the
instrument.  Securities  may cost more with demand  features  than without them.
Demand features can serve three purposes:  to shorten the maturity of a variable
or floating rate  security,  to enhance the  instrument's  credit quality and to
provide a source of liquidity.  Demand  features are often issued by third party
financial institutions,  generally domestic and foreign banks. Accordingly,  the
credit quality and liquidity of the Funds'  investments may be dependent in part
on the credit quality of the banks supporting the Funds' investments.  This will
result in exposure to risks  pertaining to the banking  industry,  including the
foreign banking industry.  Brokerage firms and insurance  companies also provide
certain liquidity and credit support.

VARIABLE AND FLOATING RATE SECURITIES.

The  securities in which the Funds invest may have variable or floating rates of
interest.  These securities pay interest at rates that are adjusted periodically
according to a specified  formula,  usually with reference to some interest rate
index or market interest rate.  Securities  with ultimate  maturities of greater
than 397 days may be purchased only pursuant to Rule 2a-7. Under that Rule, only
those long-term  instruments that have demand features which comply with certain
requirements  and  certain  variable  rate  U.S.  Government  Securities  may be
purchased.  Similar to fixed rate debt  instruments,  variable and floating rate
instruments  are subject to changes in value based on changes in market interest
rates or changes in the issuer's or  guarantor's  creditworthiness.  The rate of
interest on securities purchased by a Fund 


   
                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
                                       6
    

<PAGE>

may be tied to short-term Treasury or other government  securities or indices on
securities that are permissible investments of the Funds, as well as other money
market rates of interest.  The Funds will not purchase  securities  whose values
are tied to interest rates or indices that are not  appropriate for the duration
and volatility standards of a money market fund.

MORTGAGE- AND ASSET-BACKED SECURITIES.

Janus Money  Market Fund and Janus  Government  Money  Market Fund may  purchase
fixed or adjustable  rate  mortgage-backed  securities  issued by the Government
National  Mortgage  Association,  Federal National  Mortgage  Association or the
Federal Home Loan Mortgage Corporation. In addition, Janus Money Market Fund may
purchase  other  asset-backed   securities,   including   securities  backed  by
automobile loans, equipment leases or credit card receivables.  These securities
directly  or  indirectly  represent  a  participation  in, or are secured by and
payable  from,  fixed or  adjustable  rate  mortgage or other loans which may be
secured by real estate or other assets.  Unlike  traditional  debt  instruments,
payments on these  securities  include both  interest  and a partial  payment of
principal.  Prepayments  of the  principal of  underlying  loans may shorten the
effective  maturities  of these  securities  and may result in a Fund  having to
reinvest proceeds at a lower interest rate.

REPURCHASE AGREEMENTS.

   
Each Fund may seek additional income by entering into repurchase agreements with
respect to obligations  that could otherwise be purchased by a Fund.  Repurchase
agreements  are   transactions   in  which  a  Fund  purchases   securities  and
simultaneously   commits  to  resell  those  securities  to  the  seller  at  an
agreed-upon  price on an  agreed-upon  future date.  The resale price reflects a
market  rate of  interest  that is not related to the coupon rate or maturity of
the  purchased  securities.  If  the  seller  of  the  securities  underlying  a
repurchase agreement fails to pay the agreed resale price on the agreed delivery
date, a Fund may incur costs in disposing of the  collateral  and may experience
losses if there is any delay in its ability to do so.
    

REVERSE REPURCHASE AGREEMENTS.

Each Fund may enter  into  reverse  repurchase  agreements.  Reverse  repurchase
agreements are transactions in which a Fund sells a security and  simultaneously
commits to repurchase that security from the buyer at an agreed upon price on an
agreed upon future  date.  This  technique  will be used only for  temporary  or
emergency purposes,  such as meeting redemption requests,  or to earn additional
income on portfolio securities.

DELAYED DELIVERY SECURITIES.

Each Fund may purchase  securities on a when-issued or delayed  delivery  basis.
Securities so purchased are subject to market price fluctuation from the time of
purchase but no interest on the securities  accrues to a Fund until delivery and
payment for the securities take place. Accordingly,  the value of the securities
on the  delivery  date may be more or less  than  the  purchase  price.  Forward
commitments  will be entered  into only when a Fund has the  intention of taking
possession  of the  securities,  but a Fund may sell the  securities  before the
settlement date if deemed advisable.

BORROWING AND LENDING.

Each Fund may borrow money for temporary or emergency  purposes in amounts up to
25% of its total assets. A Fund may not mortgage or pledge  securities except to
secure  permitted  borrowings.  As a  fundamental  policy,  a Fund will not lend
securities  or other  assets if, as a result,  more than 25% of its total assets
would be lent to other parties;  however,  the Funds do not currently  intend to
engage in securities lending.  Each Fund intends to seek permission from the SEC
to borrow money from or lend money to other funds that permit such  transactions
and are advised by Janus  Capital.  There is no assurance  that such  permission
will be granted.

PORTFOLIO TURNOVER.

Because the Funds invest in securities  with relatively  short-term  maturities,
each Fund is expected to have a high portfolio  turnover rate.  However,  a high
turnover rate should not increase a Fund's costs because  brokerage  commissions
are not normally charged on the purchase and sale of money market instruments.

   
JOINT ACCOUNTS.

The Funds have requested  exemptive  relief from the SEC to permit the Funds and
other  funds  advised  by Janus  Capital  to  invest  in  certain  money  market
instruments  through a joint account.  Accordingly,  the Funds may purchase such
instruments through a joint account if such relief is granted.
    

INVESTMENT ADVISER AND ADMINISTRATOR

INVESTMENT ADVISER

   
Each Fund has a separate Investment  Advisory Agreement with Janus Capital,  100
Fillmore  Street,  Suite 300,  Denver,  Colorado  80206-4923.  Janus Capital has
served as investment  adviser to Janus Fund since 1970 and  currently  serves as
investment  adviser to all of the Janus funds,  as well as adviser or subadviser
to other mutual  funds and  individual,  corporate,  charitable  and  retirement
accounts.  Kansas City  Southern  Industries,  Inc., a publicly  traded  holding
company whose primary  subsidiaries are engaged in  transportation,  information
processing  and  financial  services  ("KCSI"),  owns  approximately  83% of the
outstanding  voting stock of Janus Capital.  Thomas H. Bailey, the President and
Chairman of the Board of Janus  Capital,  owns  approximately  12% of its voting
stock and, by agreement with KCSI, selects a majority of Janus Capital's Board.
    

Pursuant  to  the  Investment  Advisory  Agreements,   Janus  Capital  furnishes
continuous advice and recommendations  concerning each Fund's investments.  Each
of the Funds has agreed to compensate Janus Capital for its advisory services by
the  monthly  payment of a fee at the  annual  rate of 0.20% of the value of the
average daily net assets of each Fund. Until at least the period ending June 16,
1996,  however,  Janus  Capital  has  agreed to waive a  portion  of its fee and
accordingly,  the advisory fee of each Fund will  initially be calculated at the
annual rate of 0.10% of the value of each Fund's average daily net assets.


   
                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
                                       7
    

<PAGE>

ADMINISTRATOR

Each of the Funds has also entered into an  Administration  Agreement with Janus
Capital,  pursuant  to which Janus  Capital  furnishes  certain  administrative,
compliance  and  accounting  services for the Funds,  pays the costs of printing
reports and  prospectuses for existing  shareholders,  provides office space for
the Funds and pays the  salaries,  fees and expenses of all Fund officers and of
those Trustees who are affiliated  with Janus Capital.  Administrative  services
provided by Janus Capital under the  Administration  Agreements  include custody
and transfer agency services.  Janus Capital is paid a fee, calculated daily and
paid monthly,  at the annual rate of 0.15% of the value of the average daily net
assets of each Fund attributable to Shares for services rendered pursuant to the
Administration  Agreements.  At least  for the  period  ending  June  16,  1996,
however, Janus Capital has agreed to waive a portion of its fee and accordingly,
the  administration  fee paid by the Shares will  initially be calculated at the
annual  rate of 0.05% of the  value of each  Fund's  average  daily  net  assets
attributable to the Shares.

Each Fund pays all of its  expenses  not  assumed  by Janus  Capital,  including
auditing fees and independent  Trustees' fees and expenses.  For the fiscal year
ending October 31, 1995, Janus Capital has undertaken to reimburse the Funds for
audit fees and expenses  and the fees and expenses of Fund  Trustees who are not
affiliated with Janus Capital.

PORTFOLIO TRANSACTIONS

   
Purchases and sales of securities on behalf of each Fund are executed by brokers
and dealers selected by Janus Capital.  Broker-dealers are selected on the basis
of their ability to obtain best price and execution for the Funds'  transactions
and recognizing brokerage,  research and other services provided to the Fund and
to Janus  Capital.  Janus  Capital may also  consider  payments  made by brokers
effecting  transactions  for a Fund i) to the  Fund or ii) to other  persons  on
behalf  of the  Fund for  services  provided  to the Fund for  which it would be
obligated to pay. The Funds'  Trustees have also  authorized  the Funds to place
portfolio  transactions  on  an  agency  basis  with  a  broker-dealer  that  is
affiliated with Janus Capital.  Agency trades, if any, that are placed with such
affiliated  party serve to reduce certain expenses of the Funds. The SAI further
explains the selection of broker-dealers.
    

PERSONAL INVESTING

   
Janus Capital permits  investment  personnel to purchase and sell securities for
their  own  accounts  subject  to  Janus  Capital's  policy  governing  personal
investing.  Janus Capital's  policy  requires  investment and other personnel to
conduct  their  personal  investment  activities  in a manner that Janus Capital
believes is not  detrimental  to the Funds and Janus  Capital's  other  advisory
clients. See the SAI for more detailed information.
    

DISTRIBUTIONS AND TAXES

   
Dividends  representing  substantially  all of the net investment income and any
net realized gains on sales of securities are declared daily, Saturdays, Sundays
and holidays  included,  and distributed on the last business day of each month.
If a month begins on a Saturday, Sunday or holiday, dividends for those days are
paid at the end of the  preceding  month.  Distributions  will be  reinvested in
Shares of a Fund or wired to a predesignated bank account at the election of the
shareholder.  If no election is made,  all  distributions  will be reinvested in
additional Shares of a Fund.

Shares  purchased by wire on a day on which the Funds  calculate their net asset
value will receive  that day's  dividend if the purchase is effected at or prior
to 3:00 p.m.  (New York time) for the Janus  Money  Market and Janus  Government
Money Market Funds and 12:00 p.m. (New York time) for the Janus Tax-Exempt Money
Market  Fund.  Otherwise,  such Shares  begin to accrue  dividends  on the first
business day following receipt of the order.
    

Redemption  orders  effected  on  any  particular  day  will  generally  receive
dividends declared through the day of redemption.  However,  redemptions made by
wire which are received  prior to 3:00 p.m.  (New York time) for the Janus Money
Market and Janus  Government  Money Market Funds and 12:00 p.m.  (New York time)
for the Janus  Tax-Exempt Money Market Fund will result in Shares being redeemed
that  day.  Proceeds  of  such  a  redemption  will  normally  be  sent  to  the
predesignated  account on that day and that day's dividend will not be received.
Requests for redemptions  made by wire which are received after 3:00 p.m. (12:00
p.m. for Janus  Tax-Exempt  Money Market Fund) will be processed on that day and
receive that day's dividend,  but will not be wired until the following business
day.

Distributions  for all of the Funds (except Janus  Tax-Exempt Money Market Fund)
are  taxable   income  and  are  subject  to  federal  income  tax  (except  for
shareholders exempt from income tax), whether such distributions are received in
cash or are reinvested in additional Shares. Full information  regarding the tax
status of income dividends and any capital gains distributions will be mailed to
shareholders  for tax purposes on or before  January 31st of each year.  Because
the Funds are money  market  funds,  they do not  anticipate  making any capital
gains distributions.

Janus Tax-Exempt Money Market Fund  anticipates  that  substantially  all income
dividends it pays will be exempt from  federal  income tax.  However,  dividends
attributable  to interest on taxable  investments,  together with  distributions
from any net  realized  capital  gains,  are taxable.  In addition,  interest on
certain  private  activity  bonds  is a  preference  item  for  purposes  of the
individual and corporate  alternative minimum taxes. To the extent that the Fund
earns such income,  


   
                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
                                       8
    

<PAGE>

shareholders  who are subject to the  alternative  minimum tax must include such
income as a preference item. The Fund will advise shareholders of the percentage
of dividends, if any, subject to the alternative minimum tax.

Dividends and capital gains distributions may also be subject to state and local
taxes. In certain states some portion of dividends and distributions  (depending
on the sources of the Fund's net income) of Janus  Tax-Exempt  Money Market Fund
may be exempt from state and local taxes.  Shareholders should consult their own
tax advisor regarding exemption from any applicable state and local tax, as well
as the tax  treatment of any  dividends or  distributions  from the Shares.  

   
The  Funds  intend  to comply  with  provisions  of the  Internal  Revenue  Code
applicable to investment companies,  and thus it is not expected that any of the
Funds  will be  required  to pay any  federal  income or excise  taxes.  The SAI
further explains the Funds' tax status.
    

PERFORMANCE

The  Shares  may  measure  performance  in  several  ways,   including  "yield,"
"effective yield," and "tax equivalent yield" (for Janus Tax-Exempt Money Market
Fund  only).  Yield is a way of showing  the rate of income  the Shares  earn on
investments  as a percentage of the Share price.  Yield  represents  the income,
less expenses generated by an investment,  in the Shares over a seven-day period
expressed as an annual percentage rate. Effective yield is similar in that it is
calculated  over the same time frame,  but instead the net investment  income is
compounded and then  annualized.  Due to the compounding  effect,  the effective
yield will normally be higher than the yield.

Shares of Janus  Tax-Exempt  Money  Market  Fund may also  quote  tax-equivalent
yield, which shows the taxable yield an investor would have to earn before taxes
to equal such Shares'  tax-free yield. A  tax-equivalent  yield is calculated by
dividing  such  Shares'  tax-exempt  yield by the  result  of one minus a stated
federal tax rate.  Only that portion of the Fund's  income that is tax-exempt is
adjusted in this calculation.

Performance  figures are based upon  historical  results and are not intended to
indicate  future  performance.  

From time to time in advertisements or sales material, the Funds may discuss the
Shares'  performance  ratings or other  information  as published by  recognized
statistical  or rating  services,  such as  Lipper  Analytical  Services,  Inc.,
IBC/Donoghue's  Money Fund Report,  Morningstar  or by  publications  of general
interest,  such as Forbes or  Money.  In  addition,  the Funds may  compare  the
Shares'  yield to those of certain  U.S.  Treasury  obligations  or other  money
market instruments.

MISCELLANEOUS INFORMATION

ORGANIZATION

   
Each Fund is an open-end management investment company registered under the 1940
Act as a series of the Trust,  which was created on February 11, 1986. Each Fund
currently  offers two  classes of shares by  separate  prospectuses.  The Shares
offered  by  this  Prospectus  are  available  only  to  institutional  clients,
including   corporations,   foundations  and  trusts,  meeting  certain  initial
investment requirements, while Investor Shares of each Fund are available to the
general public.  Because the expenses of each class may differ,  the performance
of each class is expected to differ.  If you would like additional  information,
please call Janus Extended Services at 1-800-29JANUS.
    

TRUSTEES

   
The Trustees  oversee the business  affairs of the Trust and are responsible for
major decisions relating to each Fund's investment  objective and policies.  The
Trustees delegate the day-to-day  management of the Funds to the officers of the
Trust and meet at least  quarterly  to review  the Funds'  investment  policies,
performance,  expenses and other  business  affairs.  In approving  the use of a
single combined  prospectus,  the Trustees  considered the possibility  that one
Fund might be liable for misstatements in this Prospectus regarding  information
concerning another Fund.
    

VOTING RIGHTS

The Trust is not required to hold annual shareholder meetings.  However, special
meetings may be called for a specific  class of shares,  a specific Fund, or for
the Trust as a whole,  for  purposes  such as  electing  or  removing  Trustees,
terminating or reorganizing the Trust,  changing  fundamental policies or voting
on matters when required by the 1940 Act. Separate votes are taken by a separate
class of shares  only if a matter  affects  or  requires  the vote of just those
Shares. Shareholders are entitled to cast one vote for each Share they own.

CUSTODIAN, TRANSFER AGENT AND DISTRIBUTOR

United Missouri Bank, N.A., P.O. Box 419226,  Kansas City, Missouri  64141-6226,
is the custodian of the Funds' assets. The custodian holds each Fund's assets in
safekeeping   and  collects  and  remits  the  income  thereon  subject  to  the
instructions of each Fund.

Janus Service  Corporation,  P.O. Box 173375,  Denver,  Colorado  80217-3375,  a
wholly-owned   subsidiary  of  Janus  Capital,   provides  transfer  agency  and
shareholder services for the Funds.

   
Janus  Distributors,  Inc., 100 Fillmore  Street,  Suite 300,  Denver,  Colorado
80206-4923,  a wholly-owned subsidiary of Janus Capital, is a distributor of the
Shares.


                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
                                       9
    

<PAGE>

SHAREHOLDER'S GUIDE

HOW TO OPEN AN ACCOUNT

ESTABLISHING YOUR ACCOUNT

The Application enclosed with this Prospectus describes the options available to
you  as  an  institutional   shareholder  of  the  Funds.  After  reviewing  the
Application carefully, complete, sign and forward it to:

Via Regular Mail                   Via Express Mail-Overnight Delivery
Janus Funds                        Janus Funds
P.O. Box 173375                    100 Fillmore Street, Suite 300
Denver, CO 80217-3375              Denver, CO 80206-4923
Attn: Extended Services            Attn: Extended Services

Do not include any purchase money with the Application.  All purchases of Shares
should be effected by wire transfer.  See "Purchasing Shares." The Funds reserve
the right to  suspend  the  offering  of the  Shares for a period of time and to
reject any specific purchase request.

TAXPAYER IDENTIFICATION NUMBERS

On the Application, you must furnish the Funds with your taxpayer identification
number and state whether or not you are subject to backup withholding, certified
under  penalties  of perjury as  prescribed  by the  Internal  Revenue  Code and
regulations.  Dividends and capital gains  distributions  in an account  without
proper  certification  will be subject to a 31% federal backup  withholding.  In
addition  to the 31% backup  withholding,  redemption  proceeds  on  established
accounts  may be reduced by $50 to  reimburse  a Fund for any  penalty  that the
Internal  Revenue  Service  imposes  on that Fund for your  failure  to report a
correct taxpayer identification number to the Fund.

DISTRIBUTION OPTIONS

Shareholders  have the  option  of  having  their  dividends  and  distributions
automatically  reinvested in Shares of a Fund or wired to a  predesignated  bank
account.  If no  election  is made,  all  dividends  and  distributions  will be
reinvested in additional Shares.

PURCHASING SHARES

You must  establish a Fund account and receive an account  number  before making
purchases  by wire.  Requests  to  purchase  Janus  Money  Market Fund and Janus
Government  Money  Market Fund  received  before 3:00 p.m.  (New York time) will
receive  dividends  declared on the purchase  date.  Requests to purchase  Janus
Tax-Exempt  Money Market Fund must be received before 12:00 p.m. (New York time)
in order to receive the dividend  declared on the day of purchase.  In addition,
the Funds'  transfer  agent must receive  payment in federal  funds by 4:00 p.m.
(New York time).  Purchase  orders  received  after these times will receive the
dividend declared the following day.

WIRE INSTRUCTIONS:

Request your bank to transmit  immediately  available funds by wire for purchase
of Shares to the Funds' custodian bank as follows:

United Missouri Bank, N.A., Kansas City, Missouri
ABA # 101000695 
BNF = Janus Money Market Funds Account # 9870610000
For credit to:      Name of Shareholder:
                    Shareholder Account No.:
                    Name of Fund(s):

Complete  information  regarding  your  account  must be  included  in all  wire
instructions in order to facilitate prompt and accurate handling of investments.
Please contact the Janus Extended Services Team at 1-800-29JANUS when you intend
to make a wire purchase.

The  Funds do not  charge  any fees for  transactions  by wire in  Shares of the
Funds.

Once you have  established  a Fund  account,  you may  purchase  Shares for such
account or open  additional  accounts  with other  Funds at any time.  The Funds
reserve the right to suspend the  offering of Shares for a period of time and to
reject any specific  purchase  request.  If you have any questions,  please call
1-800-29JANUS.

MINIMUM INVESTMENT

The minimum  initial  investment  in the Shares is  $250,000.  The Funds may, in
their discretion,  waive this minimum under certain  circumstances  but, in such
event, the minimum must be reached within 90 days of opening the account.

NET ASSET VALUE

   
The net asset  value  ("NAV")  of the Shares is  determined  at the close of the
regular trading session of the New York Stock Exchange  (normally 4:00 p.m., New
York time) each day that the Exchange is open.  NAV per share is  determined  by
dividing the total value of the securities and other assets,  less  liabilities,
by the total number of Shares  outstanding.  Portfolio  securities are valued at
their amortized cost. Amortized cost valuation involves valuing an instrument at
its cost and thereafter  assuming a constant  amortization  to maturity (or such
other date as permitted by Rule 2a-7) of any discount or premium. If fluctuating
interest rates cause the market value of a portfolio to deviate more than 1/2 of
1% from the value  determined on the basis of amortized  cost, the Trustees will
consider  whether  any  action,  such as  adjusting  the  Share's NAV to reflect
current market conditions,  should be initiated to prevent any material dilutive
effect on shareholders.
    

SHARE CERTIFICATES

Share  certificates  are not  available  for the Shares in order to maintain the
general  liquidity  that is  representative  of a money  market fund and to help
facilitate transactions in shareholder accounts.


   
                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
                                       10
    

<PAGE>

HOW TO EXCHANGE SHARES

   
The Janus funds include  several funds with a variety of investment  objectives.
You may  exchange  your  Shares  for  shares  of any  other  Janus  fund that is
available to the public and  registered  in your state of  residence.  There are
certain procedures which should be followed to effect the transfer of the entire
or partial  balance in your  Shares to one of the other Janus  funds.  The Funds
reserve the right to reject any exchange  request and to modify or terminate the
exchange privilege at any time. For example, the Funds may reject exchanges from
accounts engaged in excessive  trading  (including  market timing  transactions)
that are detrimental to the Funds. If you would like more information  regarding
this option, please call the Janus Extended Services Team at 1-800-29JANUS.
    

HOW TO REDEEM SHARES

PARTIAL OR COMPLETE REDEMPTIONS

You may redeem all or a portion of your Shares on any  business day that the New
York Stock  Exchange  is open.  Your  Shares  will be  redeemed  at the NAV next
calculated  after your Fund has received your  redemption  request in good order
and meeting all the requirements of this Prospectus. Proceeds of such redemption
generally  will be wired to your  predesignated  bank  account  as of the day of
redemption unless that day is a bank holiday, in which case, redemption proceeds
will be wired on the next bank business day.

IN WRITING

To redeem all or part of your Shares in writing, send a letter of instruction to
the following address:

Via Regular Mail                   Via Express Mail-Overnight Delivery
Janus Funds                        Janus Funds
P.O. Box 173375                    100 Fillmore Street, Suite 300
Denver, CO 80217-3375              Denver, CO 80206-4923
Attn: Extended Services            Attn: Extended Services

The letter should be on company  letterhead  and should  specify the name of the
Fund,  the number of Shares or  dollars  being  redeemed,  the  account  number,
appropriate wiring instructions,  the name(s) on the account, your name and your
daytime  telephone  number.  The letter must be signed by an  authorized  person
whose signature is on file with the Fund.

BY TELEPHONE

Shares may be redeemed by  telephone.  If a request for a redemption is received
by 3:00  p.m.  (New  York  time)  for the  Janus  Money  Market  Fund and  Janus
Government  Money  Market  Fund and by 12:00 p.m.  (New York time) for the Janus
Tax-Exempt Money Market Fund,  Shares will be redeemed and the redemption amount
wired in federal funds to the shareholder's predesignated bank account that day.
After  3:00 p.m.  (12:00  p.m.  for  Janus  Tax-Exempt  Money  Market  Fund),  a
redemption  request  will be  processed  at that day's NAV and will include that
day's  dividends,  but generally  will not be wired until the next business day.
There is no fee for redemptions by wire.

BY A FUND

   
Your  account  may be  terminated  by  your  Fund  if,  due to the  transfer  or
redemption of Shares,  the value of the  remaining  Shares in your account falls
below the minimum investment required to open a new account, or if you engage in
illegal or other conduct  detrimental to the Funds.  In the case of insufficient
account  size,  your Fund will notify you that you have 60 days to increase your
account to the minimum required before redeeming your account.
    

SPECIAL SHAREHOLDER SERVICES AND OTHER INFORMATION

   
PORTFOLIO INFORMATION

You may call  1-800-29JANUS  by  TouchTone(TM)  telephone  for access to certain
information  regarding your account,  including  current yield and dividend rate
information, Monday through Friday from 7:00 a.m. to 10:00 p.m. (New York time).
    

TELEPHONE INSTRUCTIONS

   
You may initiate many transactions by telephone. The Funds and their agents will
not be responsible for any losses resulting from unauthorized  transactions when
procedures designed to verify the identity of the caller are followed.
    

ACCOUNT ADDRESS AND NAME CHANGES

To change the  address on your  account,  you may call  1-800-29JANUS  or send a
written request signed by all registered owners of your account.  Please include
the name of the Fund(s),  the account number(s),  the name(s) on the account and
both the old and new addresses.  Within the first 10 days of an address  change,
redemptions  are  permissible  only if the  redemption  proceeds  are wired to a
pre-designated bank account or you provide the Funds with appropriate  corporate
resolutions changing wire instructions. Please call 1-800-29JANUS for additional
information. 

To change  the name on an  account,  the  Shares  must be  transferred  to a new
account.  Such  a  change  generally  requires  written  instructions  with  the
guaranteed  signatures of all registered  owners,  as well as an Application and
supporting legal  documentation,  if applicable.  Please call  1-800-29JANUS for
additional information.

STATEMENTS AND REPORTS

Each shareholder  will receive daily  confirmations of purchases and redemptions
made in the Funds. On the last day of each month, the shareholder will receive a
statement  reporting all purchases and redemptions  made during that month,  and
dividends paid during the month.

Twice  each  year  you will  receive  the  financial  statements  of the  Funds,
including a statement listing portfolio securities. To reduce expenses, only one
copy of most  reports  (such as the Funds'  Annual  Report) may be mailed to all
accounts with the same tax identification  number.  Please call 1-800-29JANUS if
you need additional reports sent each time.

TEMPORARY SUSPENSION OF SERVICES

The Funds or their agents may temporarily  suspend  telephone  transactions  and
other shareholder  services  described in this Prospectus upon reasonable notice
or to the extent  that any  circumstance  reasonably  beyond the  control of the
Funds or their agents materially hampers the provision of such services.


   
                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
                                       11
    

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                                                                  APRIL 14, 1995
                                              AS SUPPLEMENTED SEPTEMBER 28, 1995
JANUS INSTITUTIONAL MONEY MARKET FUNDS PROSPECTUS  
                                       12
    

<PAGE>

                                     [LOGO]

                             JANUS INVESTMENT FUND

                         100 Fillmore Street, Suite 300
                             Denver, CO 80206-4923
                                 (800) 29JANUS

   
                      STATEMENT OF ADDITIONAL INFORMATION
               April 14, 1995 as supplemented September 28, 1995
    


                            JANUS MONEY MARKET FUND
                       JANUS GOVERNMENT MONEY MARKET FUND
                       JANUS TAX-EXEMPT MONEY MARKET FUND
                              Institutional Shares


   
This Statement of Additional  Information  ("SAI")  expands upon and supplements
the information contained in the current Prospectus for the Institutional Shares
(the "Shares") of Janus Money Market Fund,  Janus  Government  Money Market Fund
and  Janus   Tax-Exempt   Money  Market  Fund   (individually,   a  "Fund"  and,
collectively,  the  "Funds").  The  Funds  are each a  separate  series of Janus
Investment  Fund,  a  Massachusetts  business  trust  (the  "Trust").  Each Fund
represents shares of beneficial  interest in a separate  portfolio of securities
and other assets with its own objective and policies,  and is managed separately
by Janus Capital Corporation ("Janus Capital").

This  SAI is not a  Prospectus  and  should  be read  in  conjunction  with  the
Prospectus  dated April 14, 1995, as supplemented  September 28, 1995,  which is
incorporated  by reference  into this SAI and may be obtained  from the Trust at
the above address.  This SAI contains  additional and more detailed  information
about the Funds' operations and activities than the Prospectus.
    


                                       1
<PAGE>

                      STATEMENT OF ADDITIONAL INFORMATION
                               TABLE OF CONTENTS

                                                                            Page

   
Investment Policies and Restrictions ......................................    3
Types of Securities and Investment Techniques .............................    4
Performance Data ..........................................................    7
Determination of Net Asset Value ..........................................    8
Investment Adviser and Administrator ......................................    9
Custodian, Transfer Agent and Certain Affiliations ........................   10
Portfolio Transactions and Brokerage ......................................   11
Officers and Trustees .....................................................   12
Purchase of Shares ........................................................   13
Redemption of Shares ......................................................   14
Shareholder Accounts ......................................................   14
Dividends and Tax Status ..................................................   14
Principal Shareholders ....................................................   15
Miscellaneous Information .................................................   15
Shares of the Trust .......................................................   16
Voting Rights .............................................................   16
Independent Accountants ...................................................   16
Registration Statement ....................................................   16
Financial Statements ......................................................   17
Appendix A - Description of Securities Ratings ............................   25
Appendix B - Description of Municipal Securities ..........................   27
    


                                       2
<PAGE>

INVESTMENT POLICIES AND RESTRICTIONS

INVESTMENT OBJECTIVES

     As discussed in the Prospectus,  the investment  objective of each of Janus
Money  Market Fund and Janus  Government  Money  Market Fund is to seek  maximum
current  income  to  the  extent  consistent  with  stability  of  capital.  The
investment  objective of Janus  Tax-Exempt  Money Market Fund is to seek maximum
current income that is exempt from federal income taxes to the extent consistent
with  stability of capital.  There can be no assurance  that a Fund will achieve
its  investment  objective  or  maintain a stable  net asset  value of $1.00 per
share.  The investment  objectives of the Funds are not  fundamental  and may be
changed  by the  Trustees  of the Trust  (the  "Trustees")  without  shareholder
approval.

INVESTMENT RESTRICTIONS APPLICABLE TO ALL FUNDS

     As indicated in the Prospectus,  each Fund has adopted certain  fundamental
investment  restrictions  that cannot be changed without  shareholder  approval.
Shareholder  approval  means  approval by the lesser of (i) more than 50% of the
outstanding  voting  securities of the Trust (or a particular Fund or particular
Shares if a matter affects just that Fund or those Shares),  or (ii) 67% or more
of the voting securities present at a meeting if the holders of more than 50% of
the outstanding voting securities of the Trust (or a particular Fund or class of
Shares) are present or represented  by proxy.  

     As used in the  restrictions  set forth below and as used elsewhere in this
SAI, the term "U.S.  Government  Securities" shall have the meaning set forth in
the  Investment  Company Act of 1940, as amended (the "1940 Act").  The 1940 Act
defines U.S.  government  securities as  securities  issued or guaranteed by the
United  States  government,  its  agencies  or  instrumentalities  and has  been
interpreted  to  include  repurchase  agreements  collateralized  and  municipal
securities refunded with escrowed U.S. government  securities ("U.S.  Government
Securities").

     The Funds have adopted the following fundamental policies:

     (1) With  respect to 75% of its assets,  a Fund may not purchase a security
other  than a U.S.  Government  Security,  if, as a result,  more than 5% of the
Fund's total assets would be invested in the  securities  of a single  issuer or
the Fund would own more than 10% of the  outstanding  voting  securities  of any
single issuer.  (As noted in the  Prospectus,  Janus Money Market Fund and Janus
Government   Money   Market   Fund  are   currently   subject  to  the   greater
diversification standards of Rule 2a-7, which are not fundamental.)

     (2) A Fund may not purchase  securities  if more than 25% of the value of a
Fund's total assets would be invested in the  securities  of issuers  conducting
their  principal  business  activities in the same industry;  provided that: (i)
there is no limit on investments in U.S. Government Securities or in obligations
of domestic  commercial banks (including U.S.  branches of foreign banks subject
to regulations  under U.S. laws  applicable to domestic banks and, to the extent
that its parent is unconditionally  liable for the obligation,  foreign branches
of U.S. banks);  (ii) this limitation shall not apply to a Fund's investments in
municipal  securities;  (iii)  there  is no  limit  on  investments  in  issuers
domiciled in a single country;  (iv) financial  service companies are classified
according to the end users of their services (for example,  automobile  finance,
bank  finance  and  diversified  finance  are each  considered  to be a separate
industry);  and (v) utility companies are classified according to their services
(for example, gas, gas transmission, electric, and telephone are each considered
to be a separate industry).

     (3) A Fund may not act as an  underwriter  of securities  issued by others,
except to the extent that a Fund may be deemed an underwriter in connection with
the disposition of portfolio securities of such Fund.

     (4) A Fund may not lend  any  security  or make  any  other  loan if,  as a
result,  more than 25% of a Fund's total  assets would be lent to other  parties
(but this  limitation  does not apply to purchases  of  commercial  paper,  debt
securities or repurchase agreements).

     (5) A Fund may not  purchase or sell real estate or any  interest  therein,
except  that the Fund may invest in debt  obligations  secured by real estate or
interests  therein or securities  issued by companies that invest in real estate
or interests therein.

     (6) A Fund may borrow money for  temporary or emergency  purposes  (not for
leveraging)  in an amount  not  exceeding  25% of the value of its total  assets
(including the amount borrowed) less  liabilities  (other than  borrowings).  If
borrowings  exceed  25% of the  value of a Fund's  total  assets  by reason of a
decline in net assets, the Fund will reduce its borrowings within three business
days  to the  extent  necessary  to  


                                       3
<PAGE>

comply with the 25% limitation. Reverse repurchase agreements or the segregation
of assets in connection with such agreements  shall not be considered  borrowing
for the purposes of this limit.

     (7)  Each  Fund  may,   notwithstanding  any  other  investment  policy  or
restriction  (whether  or not  fundamental),  invest  all of its  assets  in the
securities of a single open-end management investment company with substantially
the same fundamental  investment  objectives,  policies and restrictions as that
Fund.

     Each Fund has adopted the following nonfundamental  investment restrictions
that may be changed by the Trustees without shareholder approval:

   
     (1) A Fund may not invest in securities or enter into repurchase agreements
with respect to any securities if, as a result,  more than 10% of the Fund's net
assets would be invested in  repurchase  agreements  not entitling the holder to
payment of  principal  within  seven days and in other  securities  that are not
readily  marketable  ("illiquid  investments").  The  Trustees,  or  the  Fund's
investment adviser acting pursuant to authority  delegated by the Trustees,  may
determine that a readily available market exists for certain  securities such as
securities eligible for resale pursuant to Rule 144A under the Securities Act of
1933, or any successor to such rule, Section 4(2) commercial paper and municipal
lease  obligations.  Accordingly,  such  securities  may not be  subject  to the
foregoing limitation.
    

     (2) A Fund may not invest in the securities of another investment  company,
except to the extent permitted by the 1940 Act.

     (3) A Fund may not purchase  securities  on margin,  or make short sales of
securities,  except for short sales  against  the box and the use of  short-term
credit  necessary  for  the  clearance  of  purchases  and  sales  of  portfolio
securities.

     (4) A Fund may not invest more than 5% of the value of its total  assets in
the securities of any issuer that has conducted  continuous  operations for less
than three years,  including operations of predecessors,  except that this shall
not affect the Fund's  ability to invest in U.S.  Government  Securities,  fully
collateralized  debt  obligations,  municipal  obligations,  securities that are
rated by at least one nationally recognized  statistical rating organization and
securities  guaranteed  as to  principal  and  interest  by an  issuer  in whose
securities the Fund could invest.

     (5) A Fund may not pledge,  mortgage,  hypothecate  or encumber  any of its
assets except to secure  permitted  borrowings or in connection  with  permitted
short sales.

     (6) A Fund may not invest directly in interests in oil and gas or interests
in other mineral  exploration or development  programs or leases;  however,  the
Fund may own debt  securities of companies  engaged in those  businesses.  

     (7) A Fund may not  invest  in  companies  for the  purpose  of  exercising
control of management.

     For  purposes  of the  Funds'  restriction  on  investing  in a  particular
industry, the Funds will rely primarily on industry classifications as published
by Bloomberg L.P.,  subject to the exceptions  noted in fundamental  restriction
number two above. To the extent that such  classifications are so broad that the
primary economic characteristics in a single class are materially different, the
Funds may further classify  issuers in accordance with industry  classifications
as published by the Securities and Exchange Commission.

TYPES OF SECURITIES AND INVESTMENT TECHNIQUES

     Each of the Funds may invest only in  "eligible  securities"  as defined in
Rule 2a-7  adopted  under the 1940 Act.  Generally,  an  eligible  security is a
security that (i) is denominated in U.S. dollars and has a remaining maturity of
397 days or less (as  calculated  pursuant to Rule 2a-7);  (ii) is rated,  or is
issued by an issuer with  short-term debt  outstanding  that is rated, in one of
the two highest rating categories by any two nationally  recognized  statistical
rating  organizations  ("NRSROs") or, if only one NRSRO has issued a rating,  by
that NRSRO (the "Requisite NRSROs") or is unrated and of comparable quality to a
rated security, as determined by Janus Capital; and (iii) has been determined by
Janus Capital to present minimal credit risks pursuant to procedures approved by
the Trustees.  In addition,  the Funds will maintain a  dollar-weighted  average
portfolio  maturity  of 90 days or less.  A  description  of the ratings of some
NRSROs appears in Appendix A.

     Under Rule 2a-7,  a Fund may not invest more than five percent of its total
assets  in  the  securities  of  any  one  issuer  other  than  U.S.  Government
Securities, provided that in certain cases a Fund may invest more than 5% of its
assets in a single issuer for a period of up to three business days. In the case
of Janus  Tax-Exempt  Money Market Fund, up to 25% of its assets may be invested
without regard to the foregoing limitations.


                                       4
<PAGE>

     Pursuant to Rule 2a-7,  each Fund  (except  Janus  Tax-Exempt  Money Market
Fund) will invest at least 95% of its total assets in  "first-tier"  securities.
First-tier  securities are eligible  securities that are rated, or are issued by
an issuer with short-term debt  outstanding that is rated, in the highest rating
category by the Requisite  NRSROs or are unrated and of comparable  quality to a
rated security. In addition, a Fund may invest in "second-tier" securities which
are eligible  securities  that are not first-tier  securities.  However,  a Fund
(except for Janus  Tax-Exempt Money Market Fund) may not invest in a second-tier
security  if  immediately  after the  acquisition  thereof  the Fund  would have
invested  more than (i) the  greater of one  percent of its total  assets or one
million dollars in second-tier  securities  issued by that issuer,  or (ii) five
percent of its total assets in second-tier securities.

     The  following  discussion  of types of  securities  in which the Funds may
invest supplements and should be read in conjunction with the Prospectus.

PARTICIPATION INTERESTS

     Each Fund may purchase  participation  interests in loans or  securities in
which the Funds may  invest  directly.  Participation  interests  are  generally
sponsored or issued by banks or other  financial  institutions.  A participation
interest  gives  a Fund  an  undivided  interest  in  the  underlying  loans  or
securities  in the  proportion  that the  Fund's  interest  bears  to the  total
principal amount of the underlying loans or securities. Participation interests,
which may have fixed,  floating or variable  rates,  may carry a demand  feature
backed by a letter of credit or  guarantee of a bank or  institution  permitting
the holder to tender  them back to the bank or other  institution.  For  certain
participation  interests,  a Fund will have the right to demand payment,  on not
more than seven  days'  notice,  for all or a part of the  Fund's  participation
interest.  The Funds  intend to  exercise  any demand  rights they may have upon
default  under the terms of the loan or  security,  to provide  liquidity  or to
maintain or improve the quality of the Funds' investment portfolio.  A Fund will
only purchase  participation  interests  that Janus Capital  determines  present
minimal credit risks.

VARIABLE AND FLOATING RATE NOTES

     Janus Money Market Fund also may purchase variable and floating rate demand
notes of  corporations  and  other  entities,  which are  unsecured  obligations
redeemable upon not more than 30 days' notice.  These obligations include master
demand notes that permit  investment of fluctuating  amounts at varying rates of
interest pursuant to direct arrangements with the issuer of the instrument.  The
issuer of these obligations often has the right, after a given period, to prepay
the outstanding  principal  amount of the obligations upon a specified number of
days' notice. These obligations generally are not traded, nor generally is there
an established  secondary market for these  obligations.  To the extent a demand
note does not have a seven day or shorter demand feature and there is no readily
available market for the obligation, it is treated as an illiquid security.

MORTGAGE- AND ASSET-BACKED SECURITIES

     The Funds may invest in  mortgage-backed  securities,  which  represent  an
interest  in a pool of  mortgages  made by  lenders  such as  commercial  banks,
savings and loan  institutions,  mortgage bankers,  mortgage brokers and savings
banks.   Mortgage-backed   securities   may  be   issued  by   governmental   or
government-related  entities  or by  non-governmental  entities  such as  banks,
savings and loan institutions,  private mortgage insurance  companies,  mortgage
bankers and other secondary market issuers.

     Interests in pools of mortgage-backed securities differ from other forms of
debt securities which normally provide for periodic payment of interest in fixed
amounts  with  principal  payments  at  maturity or  specified  call  dates.  In
contrast,  mortgage-backed securities provide periodic payments which consist of
interest  and,  in most  cases,  principal.  In  effect,  these  payments  are a
"pass-through"  of the periodic  payments and optional  prepayments  made by the
individual borrowers on their mortgage loans, net of any fees paid to the issuer
or   guarantor   of  such   securities.   Additional   payments  to  holders  of
mortgage-backed  securities are caused by prepayments resulting from the sale of
the underlying residential property,  refinancing or foreclosure, net of fees or
costs which may be incurred.

     As prepayment rates of individual  pools of mortgage loans vary widely,  it
is not possible to predict accurately the average life of a particular security.
Although  mortgage-backed  securities are issued with stated maturities of up to
forty years,  unscheduled  or early  payments of  principal  and interest on the
underlying  mortgages  may  shorten   considerably  the  effective   maturities.
Mortgage-backed  securities may have 


                                       5
<PAGE>

varying  assumptions for average life. The volume of prepayments of principal on
a pool of mortgages underlying a particular security will influence the yield of
that  security,  and the  principal  returned  to a Fund  may be  reinvested  in
instruments  whose  yield may be higher or lower than that which might have been
obtained had the  prepayments  not occurred.  When interest rates are declining,
prepayments  usually  increase,  with the result that  reinvestment of principal
prepayments  will be at a lower rate than the rate  applicable  to the  original
mortgage-backed security.

   
     The  Funds may  invest in  mortgage-backed  securities  that are  issued by
agencies or instrumentalities  of the U.S.  government.  The Government National
Mortgage  Association  ("GNMA") is the principal federal government guarantor of
mortgage-backed  securities.  GNMA is a wholly-owned U.S. government corporation
within the Department of Housing and Urban  Development.  GNMA  Certificates are
debt  securities  which  represent  an  interest  in one  mortgage  or a pool of
mortgages which are insured by the Federal Housing Administration or the Farmers
Home Administration or are guaranteed by the Veterans Administration.  The Funds
may  also  invest  in  pools of  conventional  mortgages  which  are  issued  or
guaranteed by agencies of the U.S. government.  GNMA pass-through securities are
considered  to be riskless  with  respect to default in that (i) the  underlying
mortgage loan  portfolio is comprised  entirely of  government-backed  loans and
(ii) the timely  payment of both  principal  and interest on the  securities  is
guaranteed  by the full faith and credit of the U.S.  government,  regardless of
whether  or not  payments  have  been  made on the  underlying  mortgages.  GNMA
pass-through  securities  are,  however,  subject  to the  same  market  risk as
comparable  debt  securities.  Therefore,  the  market  value of a  Fund's  GNMA
securities  can be expected to  fluctuate  in response to changes in  prevailing
interest rate levels.  
    

     Residential  mortgage  loans  are  pooled  also by the  Federal  Home  Loan
Mortgage Corporation ("FHLMC"). FHLMC is a privately managed, publicly chartered
agency   created  by  Congress  in  1970  for  the  purpose  of  increasing  the
availability  of  mortgage  credit  for   residential   housing.   FHLMC  issues
participation  certificates  ("PCs") which represent interests in mortgages from
FHLMC's national portfolio. The mortgage loans in FHLMC's portfolio are not U.S.
government  backed;  rather,  the loans are either uninsured with  loan-to-value
ratios of 80% or less, or privately insured if the  loan-to-value  ratio exceeds
80%. FHLMC guarantees the timely payment of interest and ultimate  collection of
principal on FHLMC PCs; the U.S.  government  does not  guarantee  any aspect of
FHLMC PCs.

     The    Federal    National    Mortgage    Association    ("FNMA")    is   a
government-sponsored  corporation owned entirely by private shareholders.  It is
subject to general regulation by the Secretary of Housing and Urban Development.
FNMA purchases  residential  mortgages from a list of approved  seller/servicers
which include savings and loan  associations,  savings banks,  commercial banks,
credit  unions and  mortgage  bankers.  FNMA  guarantees  the timely  payment of
principal and interest on the pass-through  securities  issued by FNMA; the U.S.
government does not guarantee any aspect of the FNMA pass-through securities.

     The Funds may also invest in privately-issued mortgage-backed securities to
the  extent   permitted  by  their  investment   restrictions.   Mortgage-backed
securities offered by private issuers include pass-through  securities comprised
of pools of conventional residential mortgage loans; mortgage-backed bonds which
are considered to be debt  obligations of the institution  issuing the bonds and
which  are  collateralized  by  mortgage  loans;  and  collateralized   mortgage
obligations  ("CMOs") which are  collateralized  by  mortgage-backed  securities
issued by GNMA, FHLMC or FNMA or by pools of conventional mortgages.

     Asset-backed  securities represent direct or indirect  participation in, or
are secured by and payable from, assets other than  mortgage-backed  assets such
as motor vehicle installment sales contracts, installment loan contracts, leases
of various types of real and personal  property and  receivables  from revolving
credit   agreements   (credit   cards).   Asset-backed   securities  have  yield
characteristics similar to those of mortgage-backed securities and, accordingly,
are subject to many of the same risks.

REVERSE REPURCHASE AGREEMENTS

   
     Reverse  repurchase  agreements  are  transactions  in which a Fund sells a
security and  simultaneously  commits to repurchase that security from the buyer
at an agreed  upon price on an agreed upon future  date.  The resale  price in a
reverse  repurchase  agreement  reflects a market rate of  interest  that is not
related to the coupon rate or maturity of the sold security.  For certain demand
agreements,  there is no agreed upon repurchase  date and interest  payments are
calculated daily, often based upon the prevailing overnight repurchase rate. The
Funds will use the  proceeds of reverse  repurchase  agreements  only to satisfy
unusually heavy redemption requests or for other temporary or emergency purposes
without the  necessity of selling  portfolio  securities  or to earn  additional
income  on  portfolio  securities.  
    


                                       6
<PAGE>

     Generally,  a reverse repurchase  agreement enables the Fund to recover for
the term of the reverse repurchase agreement all or most of the cash invested in
the portfolio  securities sold and to keep the interest  income  associated with
those  portfolio  securities.  Such  transactions  are only  advantageous if the
interest cost to the Fund of the reverse repurchase transaction is less than the
cost of obtaining the cash otherwise.  In addition,  interest costs on the money
received in a reverse repurchase agreement may exceed the return received on the
investments made by a Fund with those monies.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

     Each Fund may purchase  securities  on a  when-issued  or delayed  delivery
basis. A Fund will enter into such  transactions  only when it has the intention
of actually  acquiring the  securities.  To facilitate  such  acquisitions,  the
Funds'  custodian will segregate cash or high quality liquid assets in an amount
at least equal to such commitments. On delivery dates for such transactions, the
Fund  will  meet  its  obligations  from  maturities,  sales  of the  segregated
securities or from other available sources of cash. If a Fund chooses to dispose
of the right to acquire a  when-issued  security  prior to its  acquisition,  it
could, as with the disposition of any other portfolio  obligation,  incur a gain
or loss due to market  fluctuation.  At the time a Fund makes the  commitment to
purchase  securities on a when-issued or delayed  delivery basis, it will record
the  transaction  as a  purchase  and  thereafter  reflect  the  value  of  such
securities in determining its net asset value.

MUNICIPAL LEASES

     Janus Money Market Fund and Janus  Tax-Exempt  Money Market Fund may invest
in municipal leases. Municipal leases frequently have special risks not normally
associated  with general  obligation or revenue  bonds.  Leases and  installment
purchase or conditional  sale contracts (which normally provide for title to the
leased  asset to pass  eventually  to the  government  issuer) have evolved as a
means for governmental issuers to acquire property and equipment without meeting
the  constitutional  and statutory  requirements  for the issuance of debt.  The
debt-issuance limitations of many state constitutions and statutes are deemed to
be  inapplicable  because  of the  inclusion  in many  leases  or  contracts  of
"non-appropriation"  clauses that provide  that the  governmental  issuer has no
obligation to make future  payments under the lease or contract  unless money is
appropriated for such purpose by the appropriate legislative body on a yearly or
other periodic  basis. A Fund will only purchase  municipal  leases subject to a
non-appropriation  clause when the payment of principal and accrued  interest is
backed by an unconditional  irrevocable letter of credit, or guarantee of a bank
or other  entity  that meets the  criteria  described  in the  Prospectus  under
"Taxable Investments." 

     In evaluating municipal lease obligations, Janus Capital will consider such
factors  as it deems  appropriate,  including:  (a)  whether  the  lease  can be
canceled;  (b) the  ability  of the  lease  obligee  to  direct  the sale of the
underlying assets; (c) the general  creditworthiness  of the lease obligor;  (d)
the likelihood that the municipality will discontinue  appropriating funding for
the leased property in the event such property is no longer considered essential
by the municipality; (e) the legal recourse of the lease obligee in the event of
such a failure to appropriate  funding;  (f) whether the security is backed by a
credit enhancement such as insurance;  and (g) any limitations which are imposed
on the lease obligor's ability to utilize substitute  property or services other
than  those  covered  by the  lease  obligation.  If a  lease  is  backed  by an
unconditional letter of credit or other unconditional  credit enhancement,  then
Janus Capital may determine that a lease is an eligible  security  solely on the
basis of its evaluation of the credit enhancement.  

     Municipal leases, like other municipal debt obligations, are subject to the
risk of non-payment.  The ability of issuers of municipal  leases to make timely
lease payments may be adversely  impacted in general  economic  downturns and as
relative  governmental cost burdens are allocated and reallocated among federal,
state and local governmental units. Such non-payment would result in a reduction
of income to the  Funds,  and could  result in a  reduction  in the value of the
municipal lease  experiencing  non-payment  and a potential  decrease in the net
asset value of a Fund.

PERFORMANCE DATA

     A Fund may  provide  current  annualized  and  effective  annualized  yield
quotations based on its daily dividends.  These quotations may from time to time
be used in  advertisements,  shareholder  reports  or  other  communications  to
shareholders.  All performance  information supplied by the Funds in advertising
is historical and is not intended to indicate future returns.


                                       7
<PAGE>

   
     In performance advertising, the Funds may compare their Shares' performance
information  with data published by independent  evaluators such as Morningstar,
Inc., Lipper Analytical Services,  Inc., or  CDC/Wiesenberger,  Donoghue's Money
Fund  Report or other  companies  which  track  the  investment  performance  of
investment  companies  ("Fund Tracking  Companies").  The Funds may also compare
their Shares' performance  information with the performance of recognized stock,
bond and other  indices,  including but not limited to the Municipal Bond Buyers
Indices,  the Salomon Brothers Bond Index, the Lehman Bond Index, the Standard &
Poor's 500 Composite Stock Price Index, the Dow Jones Industrial  Average,  U.S.
Treasury  bonds,  bills or notes and  changes  in the  Consumer  Price  Index as
published by the U.S.  Department  of  Commerce.  The Funds may refer to general
market  performance  over past time periods such as those  published by Ibbotson
Associates (for instance,  its "Stocks,  Bonds, Bills and Inflation  Yearbook").
The Funds may also refer in such materials to mutual fund  performance  rankings
and other data published by Fund Tracking Companies. Performance advertising may
also refer to  discussions  of the Funds and  comparative  mutual  fund data and
ratings  reported in independent  periodicals,  such as newspapers and financial
magazines.
    

     Any current yield quotation of the Shares which is used in such a manner as
to be subject to the provisions of Rule 482(d) under the Securities Act of 1933,
as amended, shall consist of an annualized historical yield, carried at least to
the nearest  hundredth of one percent,  based on a specific  seven  calendar day
period.  Current  yield shall be calculated  by (a)  determining  the net change
during a seven calendar day period in the value of a hypothetical account having
a balance of one Share at the  beginning  of the period,  (b)  dividing  the net
change by the value of the  account at the  beginning  of the period to obtain a
base  period  return,   and  (c)   multiplying  the  quotient  by  365/7  (i.e.,
annualizing). For this purpose, the net change in account value will reflect the
value of additional  Shares  purchased with  dividends  declared on the original
Share and dividends  declared on both the original Share and any such additional
Shares,  but will not  reflect  any  realized  gains or losses  from the sale of
securities  or  any  unrealized   appreciation   or  depreciation  on  portfolio
securities.  In addition,  the Shares may advertise  effective yield quotations.
Effective yield quotations are calculated by adding 1 to the base period return,
raising the sum to a power  equal to 365/7,  and  subtracting  1 from the result
(i.e., compounding).

     Janus  Tax-Exempt  Money Market Fund's tax equivalent  yield is the rate an
investor  would have to earn from a fully  taxable  investment in order to equal
such Shares' yield after taxes. Tax equivalent yields are calculated by dividing
Janus  Tax-Exempt  Money Market Fund's yield by one minus the stated  federal or
combined  federal and state tax rate.  If only a portion of the Shares' yield is
tax-exempt, only that portion is adjusted in the calculation.

   
     The Shares'  current  yield and effective  yield for the  seven-day  period
ended August 31, 1995 is shown below:
    

<TABLE>
   
<CAPTION>
                                                                Seven-day     Effective
Fund Name                                                         Yield    Seven-day Yield
- ---------                                                         -----    ---------------
<S>                                                                <C>           <C>  
Janus Money Market Fund - Institutional Shares                     5.82%         5.99%
Janus Government Money Market Fund - Institutional Shares          5.70%         5.87%
Janus Tax-Exempt Money Market Fund - Institutional Shares*         3.68%         3.75%
</TABLE>
*Janus Tax-Exempt Money Market Fund Institutional  Shares'  tax-equivalent yield
for the seven-day period ended August 31, 1995 was 5.11%.

     Although  published yield information is useful to investors in reviewing a
Fund's  performance,  investors should be aware that the Fund's yield fluctuates
from  day to day and  that the  Fund's  yield  for any  given  period  is not an
indication or  representation by the Fund of future yields or rates of return on
the Shares.  Also,  Processing  Organizations  may charge their customers direct
fees in connection  with an investment in a Fund,  which will have the effect of
reducing  the  Fund's net yield to those  shareholders.  The yield on a class of
Shares  is not  fixed or  guaranteed,  and an  investment  in the  Shares is not
insured.  Accordingly,  yield information may not necessarily be used to compare
Shares with investment alternatives which, like money market instruments or bank
accounts, may provide a fixed rate of interest. In addition, because investments
in the  Funds  are not  insured  or  guaranteed,  yield  on the  Shares  may not
necessarily be used to compare the Shares with investment alternatives which are
insured or guaranteed.
    

DETERMINATION OF NET ASSET VALUE

     Pursuant  to the  rules of the  Securities  and  Exchange  Commission,  the
Trustees have established procedures to stabilize each Fund's net asset value at
$1.00  per  Share.  These  procedures  include  a review  


                                       8
<PAGE>

of the  extent  of any  deviation  of net  asset  value per Share as a result of
fluctuating  interest rates,  based on available  market rates,  from the Fund's
$1.00  amortized cost price per Share.  Should that deviation  exceed 1/2 of 1%,
the Trustees will  consider  whether any action should be initiated to eliminate
or reduce material dilution or other unfair results to shareholders. Such action
may include redemption of Shares in kind, selling portfolio  securities prior to
maturity,  reducing or withholding dividends and utilizing a net asset value per
Share as  determined by using  available  market  quotations.  Each Fund i) will
maintain a dollar-weighted  average  portfolio  maturity of 90 days or less; ii)
will not purchase any instrument with a remaining maturity greater than 397 days
or subject to a repurchase agreement having a duration of greater than 397 days;
iii) will limit portfolio investments, including repurchase agreements, to those
U.S.  dollar-denominated  instruments that Janus Capital has determined  present
minimal credit risks pursuant to procedures established by the Trustees; and iv)
will comply with certain reporting and recordkeeping  procedures.  The Trust has
also established  procedures to ensure that portfolio securities meet the Funds'
high quality criteria.

INVESTMENT ADVISER AND ADMINISTRATOR

     As stated in the Prospectus, each Fund has an Investment Advisory Agreement
with Janus Capital, 100 Fillmore Street, Suite 300, Denver, Colorado 80206-4923.
Each Advisory  Agreement  provides  that Janus  Capital will furnish  continuous
advice and  recommendations  concerning the Funds'  investments.  The Funds have
each agreed to compensate Janus Capital for its advisory services by the monthly
payment of an advisory  fee at the annual rate of .20% of the average  daily net
assets of each  Fund.  However,  Janus  Capital  has agreed to waive .10% of the
advisory  fee  through  June 16,  1996.  In  addition,  the Funds pay  brokerage
commissions  and  dealer  spreads  and other  expenses  in  connection  with the
execution of portfolio transactions.

   
     On  behalf  of the  Shares,  each of the  Funds  has also  entered  into an
Administration   Agreement   with  Janus   Capital.   Under  the  terms  of  the
Administration  Agreements,  each of the Funds has  agreed to  compensate  Janus
Capital for  administrative  services at the annual rate of .15% of the value of
the  average  daily net  assets of the Shares for  certain  services,  including
custody, transfer agent fees and expenses, legal fees not related to litigation,
accounting  expenses,   net  asset  value  determination  and  fund  accounting,
recordkeeping,  and blue sky registration and monitoring services,  registration
fees, expenses of shareholders'  meetings and reports to shareholders,  costs of
preparing,  printing  and mailing the Shares'  Prospectuses  and  Statements  of
Additional  Information  to current  shareholders,  and other costs of complying
with  applicable  laws  regulating the sale of Shares.  Each Fund will pay those
expenses not assumed by Janus Capital,  including  interest and taxes,  fees and
expenses of Trustees who are not affiliated  with Janus Capital,  audit fees and
expenses, and extraordinary costs. For at least the period ending June 16, 1996,
Janus  Capital  has agreed to waive a portion  of the  administration  fee,  and
accordingly the effective rate for calculating the administration fee payable by
the Shares  will be .05% for that  period.  For the Funds'  fiscal  year  ending
October 31, 1995,  Janus Capital has undertaken to reimburse the Funds for audit
fees and expenses  and the fees and expenses of Trustees who are not  affiliated
with Janus Capital.  

     The following table  summarizes the advisory fees and  administration  fees
paid by the Shares for the period from April 14, 1995 to August 31, 1995:
    

<TABLE>
   
<CAPTION>
                                                            Advisory Fees    Administration
Fund Name                                                  Prior to Waiver       Fees
- ---------                                                  ---------------       ----
<S>                                                            <C>             <C>    
Janus Money Market Fund - Institutional Shares                 $60,260         $30,130
Janus Government Money Market Fund - Institutional Shares      $ 7,527         $ 3,763
Janus Tax-Exempt Money Market Fund - Institutional Shares      $     4         $     1
</TABLE>

     The Advisory  Agreements for each Fund became effective on December 9, 1994
and will  continue in effect until June 16, 1996,  and  thereafter  from year to
year so long as such  continuance  is  approved  annually  by a majority  of the
Trustees who are not parties to the Advisory Agreements or interested persons of
any such party, and by either a majority of the Funds' outstanding voting shares
or the  Trustees.  Each  Advisory  Agreement  i) may be  terminated  without the
payment of any penalty by any Fund or Janus Capital on 60 days' written  notice;
ii) terminates automatically in the event of its assignment; and iii) generally,
may not be amended  without the  approval  of a majority of the  Trustees of the
affected  Fund,  including the Trustees who are not  interested  persons of that
Fund or Janus Capital and, to the extent required by the 1940 Act, the vote of a
majority of the outstanding voting securities of that Fund.
    

     Janus Capital also performs  investment  advisory services for other mutual
funds,  and for  individual,  charitable,  corporate  and  retirement  accounts.
Investment  decisions for each account  managed by Janus 


                                       9
<PAGE>

Capital,  including the Funds, are made  independently  from those for any other
account  that is or may in the future  become  managed  by Janus  Capital or its
affiliates.  If,  however,  a number of  accounts  managed by Janus  Capital are
contemporaneously  engaged in the  purchase  or sale of the same  security,  the
orders may be aggregated and/or the transactions may be averaged as to price and
allocated  equitably to each account. In some cases, this policy might adversely
affect the price  paid or  received  by an  account or the size of the  position
obtained or liquidated for an account.

     Each account managed by Janus Capital has its own investment  objective and
is managed in accordance with that objective by a particular  portfolio  manager
or team of  portfolio  managers.  As a  result,  from  time to time  two or more
different  managed  accounts may pursue  divergent  investment  strategies  with
respect to investments or categories of investments.

     As indicated in the Prospectus,  Janus Capital permits investment and other
personnel to purchase and sell  securities  for their own accounts in accordance
with a Janus Capital policy regarding personal investing by directors,  officers
and employees of Janus  Capital and the Funds.  The policy  requires  investment
personnel and officers of Janus Capital,  inside  directors of Janus Capital and
the Funds and other designated  persons deemed to have access to current trading
information to pre-clear all  transactions  in securities  not otherwise  exempt
under the policy.  Requests for trading  authority  will be denied  when,  among
other  reasons,  the  proposed  personal  transaction  would be  contrary to the
provisions of the policy or would be deemed to adversely  affect any transaction
then known to be under  consideration  for or to have been effected on behalf of
any client account, including the Funds.

     In addition to the  pre-clearance  requirement  described above, the policy
subjects investment personnel,  officers and directors/Trustees of Janus Capital
and the Funds to various trading  restrictions  and reporting  obligations.  All
reportable transactions are reviewed for compliance with Janus Capital's policy.
Those persons also may be required under certain  circumstances to forfeit their
profits made from personal trading.

     The provisions of the policy are  administered by and subject to exceptions
authorized by Janus Capital.  

   
     Kansas City Southern  Industries,  Inc., a publicly  traded holding company
whose primary subsidiaries are engaged in transportation, information processing
and financial services ("KCSI"), owns approximately 83% of Janus Capital. Thomas
H.  Bailey,  the  President  and  Chairman of the Board of Janus  Capital,  owns
approximately  12% of its voting  stock and, by agreement  with KCSI,  selects a
majority of Janus Capital's Board.
    

CUSTODIAN, TRANSFER AGENT AND CERTAIN AFFILIATIONS

     United  Missouri  Bank,  N.A.,  P.O.  Box  419226,  Kansas  City,  Missouri
64141-6226,  is the Funds'  custodian.  The custodian holds the Funds' assets in
safekeeping  and  collects  and  remits  the  income  thereon,  subject  to  the
instructions of each Fund.

   
     Janus  Service  Corporation  ("Janus  Service"),  P.O. Box 173375,  Denver,
Colorado 80217-3375,  a wholly-owned  subsidiary of Janus Capital, is the Funds'
transfer   agent.   Janus  Service   provides   certain  other   administrative,
recordkeeping and shareholder  relations services to the Funds. The Funds do not
pay Janus Service a fee. 
    

     Janus Distributors, Inc. ("Janus Distributors"), 100 Fillmore Street, Suite
300, Denver,  Colorado 80206, a wholly-owned  subsidiary of Janus Capital,  is a
distributor of the Funds.  Janus  Distributors  is registered as a broker-dealer
under the Securities  Exchange Act of 1934 (the "Exchange  Act") and is a member
of the National Association of Securities Dealers,  Inc. Janus Distributors acts
as the agent of the  Funds in  connection  with the sale of their  shares in all
states in which the shares are  registered  and in which Janus  Distributors  is
qualified  as  a  broker-dealer.   Under  the  Distribution   Agreement,   Janus
Distributors  continuously  offers the Funds'  shares and accepts  orders at net
asset value.  No sales  charges are paid by investors.  Promotional  expenses in
connection with offers and sales of shares are paid by Janus Capital.

     Janus  Capital also may make  payments to selected  broker-dealer  firms or
institutions  which were instrumental in the acquisition of shareholders for the
Funds or which  performed  services with respect to  shareholder  accounts.  The
minimum  aggregate  size required for  eligibility  for such  payments,  and the
factors in selecting the broker-dealer firms and institutions to which they will
be made, are determined from time to time by Janus Capital.


                                       10
<PAGE>

PORTFOLIO TRANSACTIONS AND BROKERAGE

     Decisions  as to the  assignment  of  portfolio  business for the Funds and
negotiation of its commission rates are made by Janus Capital whose policy is to
obtain the "best execution" (prompt and reliable execution at the most favorable
security  price)  of  all  portfolio   transactions.   The  Advisory  Agreements
specifically provide that in placing portfolio transactions for the Funds, Janus
Capital  may agree to pay  brokerage  commissions  for  effecting  a  securities
transaction in an amount higher than another broker or dealer would have charged
for effecting that transaction as authorized,  under certain  circumstances,  by
the Exchange Act.

     In  selecting  brokers and dealers and in  negotiating  commissions,  Janus
Capital  considers a number of  factors,  including  but not  limited to:  Janus
Capital's knowledge of currently available negotiated commission rates or prices
of  securities  currently  available and other current  transaction  costs;  the
nature of the security being traded;  the size and type of the transaction;  the
nature and  character  of the markets for the  security to be purchased or sold;
the desired  timing of the trade;  the  activity  existing  and  expected in the
market  for  the  particular  security;  confidentiality;  the  quality  of  the
execution,  clearance and settlement services; financial stability of the broker
or dealer;  the  existence  of actual or  apparent  operational  problems of any
broker or dealer; and research products or services provided.  In recognition of
the  value  of  the  foregoing  factors,   Janus  Capital  may  place  portfolio
transactions  with a broker or dealer with whom it has  negotiated  a commission
that is in excess of the commission  another broker or dealer would have charged
for effecting that  transaction  if Janus Capital  determines in good faith that
such  amount  of  commission  was  reasonable  in  relation  to the value of the
brokerage  and  research  provided by such  broker or dealer  viewed in terms of
either that particular  transaction or of the overall  responsibilities of Janus
Capital.  Research may include  furnishing  advice,  either  directly or through
publications  or writings,  as to the value of securities,  the  advisability of
purchasing or selling specific  securities and the availability of securities or
purchasers or sellers of securities;  furnishing seminars, information, analyses
and reports  concerning  issuers,  industries,  securities,  trading markets and
methods,  legislative  developments,  changes in accounting practices,  economic
factors  and  trends  and  portfolio  strategy;  access  to  research  analysts,
corporate  management  personnel,  industry  experts,  economists and government
officials; comparative performance evaluation and technical measurement services
and quotation  services,  and products and other  services  (such as third party
publications,   reports  and  analyses,  and  computer  and  electronic  access,
equipment,  software,  information  and  accessories  that  deliver,  process or
otherwise  utilize  information,  including the research  described  above) that
assist Janus  Capital in carrying out its  responsibilities.  Research  received
from brokers or dealers is supplemental to Janus Capital's own research efforts.

   
     For the period  from April 14, 1995 to August 31,  1995,  the Funds did not
incur any brokerage commissions.
    

     Janus  Capital may use research  products  and services in servicing  other
accounts in addition to the Funds. If Janus Capital determines that any research
product or service has a mixed use, such that it also serves  functions  that do
not assist in the investment decision-making process, Janus Capital may allocate
the costs of such  service  or  product  accordingly.  Only that  portion of the
product  or  service  that  Janus  Capital  determines  will  assist  it in  the
investment  decision-making  process  may be paid  for in  brokerage  commission
dollars. Such allocation may create a conflict of interest for Janus Capital.

     The Advisory  Agreements  also authorize Janus Capital to consider sales of
Shares  by a  broker-dealer  or the  recommendation  of a  broker-dealer  to its
customers   that  they  purchase   Shares  as  a  factor  in  the  selection  of
broker-dealers  to execute Fund portfolio  transactions.  Janus Capital may also
consider  payments made by brokers  effecting  transactions for a Fund i) to the
Fund or ii) to other persons on behalf of the Fund for services  provided to the
Fund for which it would be obligated to pay. In placing portfolio  business with
such  broker-dealers,  Janus  Capital  will  seek  the  best  execution  of each
transaction.

     When the Funds purchase or sell a security in the over-the-counter  market,
the transaction takes place directly with a principal market-maker,  without the
use of a broker,  except in those  circumstances  where in the  opinion of Janus
Capital  better  prices and  executions  will be  achieved  through the use of a
broker.


                                       11
<PAGE>

OFFICERS AND TRUSTEES

     The  following  are the names of the  Trustees  and  officers of the Trust,
together with a brief description of their principal occupations during the last
five years.

Thomas H. Bailey*# - Trustee, Chairman and President
100 Fillmore Street, Suite 300
Denver, CO 80206-4923
     Trustee,  Chairman and President of Janus Aspen Series. Chairman,  Director
     and President of Janus Capital.  Chairman and Director of IDEX  Management,
     Inc.,  Largo,  Florida  (50%  subsidiary  of Janus  Capital and  investment
     adviser to a group of mutual funds) ("IDEX").

   
James P. Craig*# - Trustee and Executive Vice President
100 Fillmore Street, Suite 300
Denver, CO 80206-4923
     Trustee  and  Executive  Vice  President  of  Janus  Aspen  Series.   Chief
     Investment Officer, Vice President and Director of Janus Capital. Portfolio
     manager of Janus Fund and Janus Balanced Fund series of the Trust.
    

Sharon S. Pichler* - Executive Vice President and Portfolio Manager
100 Fillmore Street, Suite 300
Denver, CO 80206-4923
     Executive Vice President of Janus Money Market Fund, Janus Tax-Exempt Money
     Market  Fund and Janus  Government  Money  Market Fund series of the Trust.
     Vice  President of Janus  Capital.  Formerly,  Assistant Vice President and
     portfolio  manager  at  USAA  Investment  Management  Co.  (1990-1994)  and
     teaching associate at The University of Texas at San Antonio (1984-1990).

   
David C. Tucker* - Vice President and General Counsel
100 Fillmore Street, Suite 300
Denver, CO 80206-4923
     Vice President and General  Counsel of Janus Aspen Series.  Vice President,
     Secretary and General  Counsel of Janus Capital.  Vice  President,  General
     Counsel and Director of Janus Service and Janus Distributors.

Steven R. Goodbarn* - Treasurer and Chief Financial Officer
100 Fillmore Street, Suite 300
Denver, CO 80206-4923
     Treasurer and Chief Financial Officer of Janus Aspen Series. Vice President
     of Finance,  Chief Financial Officer and Treasurer of Janus Service,  Janus
     Distributors and Janus Capital.  Director of Idex. Formerly (1979 to 1992),
     with the accounting firm of Price  Waterhouse LLP,  Denver,  Colorado,  and
     Kansas City, Missouri.

Kelley Abbott Howes* - Secretary
100 Fillmore Street, Suite 300
Denver, CO 80206-4923
     Secretary  of Janus  Aspen  Series.  Associate  Counsel  of Janus  Capital.
     Formerly (1990 to 1994),  with The Boston Company Advisors,  Inc.,  Boston,
     Massachusetts (mutual fund administration and advisory services).
    

John W. Shepardson# - Trustee
910 16th Street, Suite 222
Denver, CO 80202
     Trustee of Janus Aspen Series. Historian.

William D. Stewart# - Trustee
5330 Sterling Drive
Boulder, CO 80302
     Trustee of Janus  Aspen  Series.  President  of HPS  Corporation,  Boulder,
     Colorado (manufacturer of vacuum fittings and valves).

- --------------------------------------------------------------------------------
* Interested person of the Trust and of Janus Capital.
# Member of the Executive Committee.


                                       12
<PAGE>

Gary O. Loo - Trustee
102 N. Cascade Avenue, Suite 500
Colorado Springs, CO 80903
     Trustee of Janus  Aspen  Series.  President  and a Director  of High Valley
     Group, Inc., Colorado Springs, Colorado (investments) since 1987.

Dennis B. Mullen - Trustee
1601 114th Avenue, SE
Alderwood Building, Suite 130
Bellevue, WA 98004
     Trustee of Janus Aspen Series.  President and Chief Executive Officer of BC
     Northwest, L.P., a franchise of Boston Chicken, Inc., Bellevue,  Washington
     (restaurant chain). Formerly (1982 to 1993), Chairman,  President and Chief
     Executive  Officer  of  Famous  Restaurants,   Inc.,  Scottsdale,   Arizona
     (restaurant chain).

   
Martin H. Waldinger - Trustee
4940 Sandshore Court
San Diego, CA 92130
     Trustee of Janus  Aspen  Series.  Private  Consultant  and  Director of Run
     Technologies,  Inc., a software  development firm, San Carlos,  California.
     Formerly  (1989  to  1993),   President  and  Chief  Executive  Officer  of
     Bridgecliff  Management  Services,  Campbell,   California  (a  condominium
     association management company).
    

     The Trustees are responsible  for major  decisions  relating to each Fund's
objective, policies and techniques. The Trustees also supervise the operation of
the Funds by their officers and review the investment  decisions of the officers
although  they do not  actively  participate  on a regular  basis in making such
decisions.

     The Executive Committee of the Trustees shall have and may exercise all the
powers and  authority  of the Board except for matters  requiring  action by the
whole  Board   pursuant  to  the  Trust's   Bylaws  or   Declaration  of  Trust,
Massachusetts Law or the 1940 Act.

     The following table shows the aggregate  compensation  paid to each Trustee
by the Funds and all funds advised and sponsored by Janus Capital (collectively,
the "Janus Funds") for the periods  indicated.  None of the Trustees receive any
pension or retirement benefits from the Funds or the Janus Funds.

<TABLE>
   
<CAPTION>
                                       Aggregate Compensation            Total Compensation from the
                                    from the Funds for fiscal year       Janus Funds for calendar year
Name of Person, Position               ended October 31, 1994**           ended December 31, 1994***
- ------------------------               ------------------------           --------------------------
<S>                                             <C>                               <C>    
Thomas H. Bailey, Chairman*                     $0                                $     0
James P. Craig, Trustee*+                       $0                                $     0
John W. Shepardson, Trustee                     $0                                $39,250
William D. Stewart, Trustee                     $0                                $39,250
Gary O. Loo, Trustee                            $0                                $39,250
Dennis B. Mullen, Trustee                       $0                                $39,250
Martin H. Waldinger, Trustee                    $0                                $39,250
</TABLE>
*    An  interested  person of the Funds and of Janus  Capital.  Compensated  by
     Janus Capital and not the Funds.
**   The Funds had not commenced operations as of October 31, 1994.
***  As of December 31, 1994, Janus Funds consisted of two registered investment
     companies comprised of a total of 20 funds.
+    Mr. Craig became a Trustee as of June 30, 1995.
    

PURCHASE OF SHARES

     As stated in the  Prospectus,  Janus  Distributors  is a distributor of the
Funds' shares. Shares are sold at the net asset value per share as determined at
the close of the regular  trading  session of the New York Stock  Exchange  (the
"NYSE" or the "Exchange")  next occurring after a purchase order is received and
accepted by a Fund. As stated in the Prospectus, the Funds each seek to maintain
a stable net asset value per share of $1.00. The Shareholder's  Guide Section of
the Prospectus contains detailed information about the purchase of Shares.


                                       13
<PAGE>

REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS

   
     If investors do not elect in writing or by phone to receive their dividends
and  distributions  via wire  transfer,  all income  dividends and capital gains
distributions,  if any, on Shares are  reinvested  automatically  in  additional
Shares of that Fund at the NAV  determined  on the first  business day following
the record date. Any such election  (which may be made on the  Application or by
phone) will apply to dividends and  distributions the record dates of which fall
on or after the date  that a Fund  receives  such  notice.  Investors  receiving
distributions  and  dividends via wire transfer may elect in writing or by phone
to change back to automatic reinvestment at any time.
    

REDEMPTION OF SHARES

     Procedures  for  redemption  of Shares  are set forth in the  Shareholder's
Guide  section of the  Prospectus.  Shares  normally  will be redeemed for cash,
although  each Fund  retains  the right to redeem  Shares in kind under  unusual
circumstances,  in order to protect the interests of remaining shareholders,  by
delivery of securities selected from its assets at its discretion.  However, the
Funds are governed by Rule 18f-1 under the 1940 Act, which requires each Fund to
redeem Shares solely in cash up to the lesser of $250,000 or 1% of the net asset
value of that Fund  during any 90-day  period  for any one  shareholder.  Should
redemptions by any shareholder exceed such limitation,  their Fund will have the
option of  redeeming  the excess in cash or in kind.  If Shares are  redeemed in
kind, the redeeming  shareholder  might incur  brokerage costs in converting the
assets to cash.  The method of valuing  securities  used to make  redemptions in
kind will be the same as the method of valuing  portfolio  securities  described
under  "Determination  of Net Asset Value" and such valuation will be made as of
the same time the redemption price is determined.

     The right to require the Funds to redeem  Shares may be  suspended,  or the
date  of  payment  may  be  postponed,  whenever  (1)  trading  on the  NYSE  is
restricted, as determined by the Securities and Exchange Commission, or the NYSE
is closed  except for holidays and  weekends,  (2) the  Securities  and Exchange
Commission  permits such suspension and so orders, or (3) an emergency exists as
determined  by the  Securities  and  Exchange  Commission  so that  disposal  of
securities or determination of NAV is not reasonably practicable.

SHAREHOLDER ACCOUNTS

     Detailed  information about the general procedures for shareholder accounts
is set forth in the Prospectus. Applications to open accounts may be obtained by
calling  the Funds at  1-800-29JANUS  or  writing  to the Funds at 100  Fillmore
Street, Suite 300, Denver, Colorado 80206-4923, Attention: Extended Services.

DIVIDENDS AND TAX STATUS

   
     Dividends  representing  substantially all of the net investment income and
any net realized  gains on sales of securities  are declared  daily,  Saturdays,
Sundays and holidays included,  and distributed on the last business day of each
month. If a month begins on a Saturday,  Sunday or holiday,  dividends for those
days are paid at the end of the  preceding  month.  A  shareholder  may  receive
dividends  via wire  transfer  or may  choose  to have  dividends  automatically
reinvested in a Fund's Shares. As described in the Prospectus,  Shares purchased
by wire on a day on which the Funds calculate their net asset value will receive
that day's  dividend if the  purchase is effected at or prior to 3:00 p.m.  (New
York time) for Janus Money  Market Fund and Janus  Government  Money Market Fund
and  12:00  p.m.  (New  York  time)  for Janus  Tax-Exempt  Money  Market  Fund.
Otherwise,  such Shares will begin to accrue dividends on the first business day
following  receipt of the  order.  Requests  for  redemption  of Shares  will be
redeemed at the next  determined  net asset value.  Redemption  requests made by
wire that are received prior to 3:00 p.m. (New York time) for Janus Money Market
Fund and Janus  Government  Money Market Fund and 12:00 p.m. (New York time) for
Janus  Tax-Exempt  Money Market Fund will result in Shares being  redeemed  that
day.  Proceeds of such a redemption  will normally be sent to the  predesignated
bank account on that day, but that day's dividend will not be received.

     Distributions  for all of the Funds (except Janus  Tax-Exempt  Money Market
Fund) are  taxable  income and are  subject to federal  income tax  (except  for
shareholders  exempt from income tax),  whether such  distributions are received
via wire  transfer or are  reinvested  in additional  Shares.  Full  information
regarding the tax status of income dividends and any capital gains distributions
will be mailed to  shareholders  for tax  purposes on or before  January 31st of
each year.  As described in detail in the  Prospectus,  Janus  
    

                                       14
<PAGE>

Tax-Exempt Money Market Fund anticipates that substantially all income dividends
it pays will be exempt from federal income tax, although dividends  attributable
to interest on taxable  investments,  together with  distributions  from any net
realized short- or long-term capital gains, are taxable.

   
     The Funds intend to qualify as regulated investment companies by satisfying
certain requirements  prescribed by Subchapter M of the Internal Revenue Code of
1986.

PRINCIPAL SHAREHOLDERS

     As of September  15,  1995,  the Shares were not  available  to  individual
investors and accordingly the Fund's officers and Trustees as a group owned less
than 1% of the outstanding Shares.

     As of September 15, 1995, the following  institutions owned more than 5% of
Janus Money Market Fund - Institutional Shares:

Institution                    Address                               Ownership %
- -----------                    -------                               -----------
Manville Corporation           P.O. Box 5108, Denver, CO 80217-5108        8.22%
GE Capital                     570 Lexington Avenue, 11th Floor,          13.83%
                               New York, NY 10022-6824
Charles Schwab &Co. Inc.       101 Montgomery Street,                     13.70%
                               San Francisco, CA 94104-4122
Household Finance Corporation  2700 Sanders RD 1 South Trading Room,       5.43%
                               Prospect Heights, IL 60070-2701
Cetus Oncology Corporation     4560 Horton Street, L-149,                  5.48%
                               Emeryville, CA 94608-2916

     As of September 15, 1995, the following  institutions owned more than 5% of
Janus Government Money Market Fund Institutional Shares:

Institution                    Address                               Ownership %
- -----------                    -------                               -----------
Western Digital Corporation    8105 Irvine Drive, Irvine, CA 92718        43.99%
Rio Properties                 P.O. Box 14160, Las Vegas, NV 89114-4160   20.69%

     As of September 15, 1995,  Janus  Capital,  which provided seed capital for
the Shares,  owned 100% of Janus  Tax-Exempt  Money Market Fund -  Institutional
Shares.
    

MISCELLANEOUS INFORMATION

   
     Each Fund is an open-end management investment company registered under the
1940 Act as a series of the Trust, which was created on February 11, 1986. As of
the date of this SAI, the Trust  consists of 13 other series,  which are offered
by separate  prospectuses.  The Funds were added to the Trust as separate series
on December 9, 1994.
    

     Janus  Capital  reserves  the right to the name  "Janus." In the event that
Janus Capital does not continue to provide  investment  advice to the Funds, the
Funds must cease to use the name "Janus" as soon as reasonably practicable.

     Under  Massachusetts  law,  shareholders of the Funds could,  under certain
circumstances,  be held liable for the obligations of their Fund.  However,  the
Agreement  and  Declaration  of Trust (the  "Declaration  of  Trust")  disclaims
shareholder  liability  for acts or  obligations  of the Funds and requires that
notice of this disclaimer be given in each  agreement,  obligation or instrument
entered into or executed by the Funds or the Trustees.  The Declaration of Trust
also  provides for  indemnification  from the assets of the Funds for all losses
and expenses of any Fund  shareholder  held liable for the  obligations of their
Fund.  Thus, the risk of a shareholder  incurring a financial loss on account of
its liability as a shareholder  of one of the Funds is limited to  circumstances
in which  their Fund would be unable to meet its  obligations.  The  possibility
that these  circumstances  would occur is remote. The Trustees intend to conduct
the  operations  of the Funds to avoid,  to the extent  possible,  liability  of
shareholders for liabilities of their Fund.


                                       15
<PAGE>

SHARES OF THE TRUST

     The  Trust  is  authorized  to issue  an  unlimited  number  of  shares  of
beneficial  interest  with a par value of one cent per share for each  series of
the Trust. Shares of each Fund are fully paid and nonassessable when issued. All
shares of a Fund  participate  equally in dividends and other  distributions  by
such  Fund,  and in  residual  assets of that Fund in the event of  liquidation.
Shares of each Fund have no preemptive, conversion or subscription rights.

   
     The Trust is authorized to issue multiple  classes of shares for each Fund.
Currently, Janus Money Market Fund, Janus Government Money Market Fund and Janus
Tax-Exempt  Money  Market  Fund each offer two  classes  of  shares.  The Shares
discussed in this SAI are offered only to  institutional  and corporate  clients
meeting certain minimum investment criteria. A second class of shares,  Investor
Shares, is offered to the general public.
    

VOTING RIGHTS

   
     The present Trustees were elected at a meeting of the Trust's  shareholders
held on July 10, 1992,  with the exception of Mr. Craig who was appointed by the
Trustees as of June 30, 1995. Under the Declaration of Trust,  each Trustee will
continue in office  until the  termination  of the Trust or his  earlier  death,
resignation,  bankruptcy,  incapacity or removal.  Vacancies will be filled by a
majority  of the  remaining  Trustees,  subject to the 1940 Act.  Therefore,  no
annual  or  regular  meetings  of  shareholders  normally  will be held,  unless
otherwise  required by the Declaration of Trust or the 1940 Act.  Subject to the
foregoing,  shareholders have the power to vote to elect or remove Trustees,  to
terminate or reorganize  their Fund, to amend the Declaration of Trust, to bring
certain  derivative actions and on any other matters on which a shareholder vote
is required by the 1940 Act, the Declaration of Trust, the Trust's Bylaws or the
Trustees.  

     Each share of each series of the Trust has one vote (and  fractional  votes
for  fractional  shares).  Shares of all series of the Trust have  noncumulative
voting  rights,  which  means that the holders of more than 50% of the shares of
all series of the Trust  voting for the  election of Trustees  can elect 100% of
the  Trustees if they  choose to do so and,  in such  event,  the holders of the
remaining shares will not be able to elect any Trustees. Each series or class of
the Trust will vote  separately  only with respect to those  matters that affect
only that series or class.
    

INDEPENDENT ACCOUNTANTS

   
     Price Waterhouse LLP, 950 Seventeenth Street, Suite 2500, Denver,  Colorado
80202,  independent accountants for the Funds, audit the Funds' annual financial
statements and prepare their tax returns.
    

REGISTRATION STATEMENT

   
     The  Trust  has  filed  with  the  Securities   and  Exchange   Commission,
Washington,  D.C., a Registration Statement under the Securities Act of 1933, as
amended,  with respect to the  securities to which this SAI relates.  If further
information is desired with respect to the Funds or such  securities,  reference
is made to the Registration Statement and the exhibits filed as a part thereof.
    


                                       16
<PAGE>

   
FINANCIAL STATEMENTS

     The following unaudited financial  statements are for the period from April
14, 1995 (commencement of operations)to August 31, 1995.
    

<TABLE>
   
<CAPTION>
JANUS MONEY MARKET FUNDS                                                                              JANUS                JANUS
STATEMENTS OF OPERATIONS (UNAUDITED)                                         JANUS                 GOVERNMENT            TAX-EXEMPT
For the period from April 14, 1995 to August 31, 1995                    MONEY MARKET             MONEY MARKET          MONEY MARKET
(all numbers in thousands)                                                    FUND                     FUND                  FUND
- -----------------------------------------------------                    ------------             ------------          ------------
<S>                                                                       <C>                      <C>                   <C>       
Investment Income:
Interest                                                                  $   17,275               $    3,035            $    1,152
Dividends                                                                 $        0               $        0            $        0
Foreign Tax Withheld                                                      $        0               $        0            $        0
                                                                          $   17,275               $    3,035            $    1,152
Expenses:
Advisory Fee for Investor Shares                                          $      223               $       43            $       29
Advisory Fee for Institutional Shares                                     $       60               $        8            $        0
Administrative Fee for Investor Shares                                    $    1,117               $      215            $      146
Administrative Fee for Institutional Shares                               $       30               $        3            $        0
                                                                          $    1,430               $      269            $      175
Net Investment Income:                                                    $   15,845               $    2,766            $      977
Net Realized Gain/(Loss) on Investments:
Net Realized gain/(loss) from securities transactions                     $        0               $        5            $        3
Change in net unrealized appreciation
  or depreciation of investments                                          $        0               $        0            $        0
Net gain/(loss) on investments                                            $        0               $        5            $        3
Net increase/(decrease) in net assets
  resulting from operations                                               $   15,845               $    2,771            $      980
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

<TABLE>
   
<CAPTION>
JANUS MONEY MARKET FUNDS                                                                               JANUS                 JANUS
STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)                              JANUS                 GOVERNMENT            TAX-EXEMPT
As of August 31, 1995                                                     MONEY MARKET             MONEY MARKET         MONEY MARKET
(all numbers in thousands except net asset value)                              FUND                     FUND                  FUND
- -----------------------------------------------------                    ------------             ------------          ------------
Assets:
<S>                                                                       <C>                      <C>                   <C>       
Investments at amortized cost                                             $  972,018               $  158,688            $   73,227
Cash                                                                      $       44               ($     201)           $       17
Receivables:
  Investments Sold                                                        $        0               $        0            $        0
  Fund Shares Sold                                                        $    1,452               $      295            $       60
  Interest                                                                $    4,649               $      495            $      359
  Dividends                                                               $        0               $        0            $        0
Other Assets                                                              $        0               $        0            $        0
Total Assets                                                              $  978,163               $  159,277            $   73,663
Liabilities:
Payables:
  Investments Purchased                                                   $        0               $        0            $    1,156
  Fund Shares Repurchased                                                 $    1,843               $      705            $      325
  Dividends and Distributions                                             $    1,423               $       78            $        5
  Advisory Fee                                                            $       80               $       14            $        6
  Administrative Fee                                                      $      272               $       50            $       31
Total Liabilities                                                         $    3,618               $      847            $    1,523
Total Net Assets                                                          $  974,545               $  158,430            $   72,140
Shares Outstanding, $0.01 Par Value
  (unlimited shares authorized)                                              974,547                  158,427                72,140
Net Asset Value Per Share                                                 $     1.00               $     1.00            $     1.00
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

                                       17
<PAGE>

<TABLE>
   
<CAPTION>
JANUS MONEY MARKET FUNDS                                                                               JANUS                 JANUS
STATEMENTS OF CHANGES IN NET ASSETS (unaudited)                               JANUS                GOVERNMENT             TAX-EXEMPT
For the period from April 14, 1995 to August 31, 1995                     MONEY MARKET            MONEY MARKET          MONEY MARKET
(all numbers in thousands)                                                     FUND                     FUND                  FUND
- -----------------------------------------------------                     ------------            ------------          ------------
Operations:
<S>                                                                       <C>                      <C>                   <C>       
Net investment income(loss)                                               $   15,844               $    2,766            $      977
Net realized gain/(loss) from investment transactions                     $        0               $        5            ($       3)
Change in unrealized net appreciation or
  depreciation of investments                                             $        0               $        0            $        0
Net increase/(decrease) in net assets
  resulting from operations                                               $   15,844               $    2,771            $      974
Dividends and Distributions to Shareholders:
Net investment income:
  Investor Shares                                                         ($  12,295)              ($   2,334)           ($     977)
  Institutional Shares                                                    ($   3,552)              ($     432)           $        0
Net realized gain from investment transactions:
  Investor Shares                                                         $        0               ($       2)           $        3
  Institutional Shares                                                    $        0               ($       1)           $        0
Net decrease from dividends and distributions                             ($  15,847)              ($   2,769)           ($     974)
Capital Share Transactions:
Shares sold:
  Investor Shares                                                         $  940,695               $  162,210            $  114,522
  Institutional Shares                                                    $1,023,955               $  115,915            $       10
Reinvested dividends and distributions:
  Investor Shares                                                         $   11,869               $    2,255            $      943
  Institutional Shares                                                    $      339               $      240            $        0
Shares repurchased:
  Investor Shares                                                         ($ 348,963)              ($  48,577)           ($  43,335)
  Institutional Shares                                                    ($ 653,347)              ($  73,615)           $        0
Net increase/(decrease)
  from capital share transactions                                         $  974,548               $  158,428            $   72,140
Net increase/(decrease) in net assets                                     $  974,545               $  158,430            $   72,140
Net Assets beginning of period                                            $        0               $        0            $        0
Net Assets end of period                                                  $  974,545               $  158,430            $   72,140
Net Assets consist of:
Capital (par value and paid-in surplus)                                   $  974,548               $  158,428            $   72,140
Undistributed net ivestment income                                        ($       3)              $        0            $        0
Undistributed net realized gain/(loss) from investments                   $        0               $        2            $        0
Unrealized appreciation/(depreciation) of investments                     $        0               $        0            $        0
                                                                          $  974,545               $  158,430            $   72,140
Transactions in Fund Shares - Investor Shares
Shares Sold                                                                  940,695                  162,210               114,522
Reinvested dividends and distributions                                        11,869                    2,255                   943
Total                                                                        952,564                  164,465               115,465
Shares repurchased                                                          (348,963)                 (48,577)              (43,335)
Net increase/(decrease) in Fund shares                                       603,601                  115,888                72,130
Shares outstanding at beginning of period                                          0                        0                     0
Shares outstanding at end of period                                          603,601                  115,888                72,130
Transactions in Fund Shares - Institutional Shares
Shares Sold                                                                1,023,955                  115,915                    10
Reinvested dividends and distributions                                           339                      240                     0
Total                                                                      1,024,294                  116,155                    10
Shares repurchased                                                          (653,347)                 (73,615)                    0
Net increase/(decrease) in Fund shares                                       370,947                   42,540                    10
Shares outstanding at beginning of period                                          0                        0                     0
Shares outstanding at end of period                                          370,947                   42,540                    10
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    


                                       18
<PAGE>

<TABLE>
   
<CAPTION>
JANUS MONEY MARKET FUNDS                                                                              JANUS                 JANUS
FINANCIAL HIGHLIGHTS (unaudited)                                             JANUS                 GOVERNMENT            TAX-EXEMPT
For a share outstanding throughout the period                            MONEY MARKET             MONEY MARKET          MONEY MARKET
from April 14, 1995 to August 31, 1995                                        FUND                     FUND                  FUND
- ---------------------------------------------                            ------------             ------------          ------------
Institutional Shares                                                          1995                     1995                  1995
- ---------------------------------------------                            ------------             ------------          ------------
<S>                                                                       <C>                      <C>                   <C>       
Net asset value at beginning of period                                    $     1.00               $     1.00            $     1.00
Income from investment operations:
Net investment income                                                     $     0.01               $     0.01            $     0.01
Net gain or (losses) on investments
  (both realized and unrealized)                                          $     0.00               $     0.00            $     0.00
Total from investment operations                                          $     0.01               $     0.01            $     0.01
Less Dividends and Distributions:
Dividends (from net investment income)                                    ($    0.01)              ($    0.01)           ($    0.01)
Distribution (from net capital gains)                                     $     0.00               $     0.00            $     0.00
Total dividends and distributions                                         ($    0.01)              ($    0.01)           ($    0.01)
Net asset value at end of period                                          $     1.00               $     1.00            $     1.00
Total Return                                                                    2.26%                    2.21%                 1.43%
Net assets at end of period (in thousands)                                $  370,947               $   42,540            $       10
Average net assets for the period (in thousands)                          $  160,548               $   20,054            $       10
Ratio of expenses to average net assets                                         0.15%                    0.15%                 0.15%
Ratio of net investment income to average net assets                            5.90%                    5.77%                 3.87%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


JANUS MONEY MARKET FUND
August 31, 1995 (unaudited)

Principal Amount                                                    Market Value
- ----------------                                                    ------------
Short-Term Corporate Notes - 31.2%
                   Aluminum Co. of America
$     12,000,000   4.625%, 2/15/96                              $     11,926,353
                   CSC Enterprises:
       5,000,000   5.87%, 9/21/95                                      4,983,694
      10,000,000   5.85%, 10/12/95                                     9,933,375
                   Countrywide Mortgage:
      12,000,000   5.78%, 9/1/95                                      12,000,000
      25,000,000   5.78%, 9/18/95                                     24,931,764
                   Dean Witter Discover
       3,250,000   5.65%, 2/29/96                                      3,157,677
                   First Interstate Bancorp
       6,000,000   10.50%, 3/1/96                                      6,130,737
       1,000,000   Ford Motor Credit Co.
                   8.25%, 5/15/96                                      1,012,777
      10,000,000   General Electric Capital Corp.
                   5.85%, 8/29/96                                      9,994,942
                   General Motors
                   Acceptance Corp.:
       5,000,000   5.88%, 9/25/95                                      4,980,400
       9,460,000   7.50%, 10/15/95                                     9,472,290
      10,000,000   5.66%, 3/8/96                                       9,702,850
                   Hanover Direct Series A
       2,400,000   6.1856%, 11/27/95                                   2,400,000
                   Hanover Direct Series B
       5,000,000   6.1856%, 11/27/95                                   5,000,000
                   J.P. Morgan and Co.
      10,000,000   5.75%, 8/7/96                                       9,991,117
                   Merrill Lynch and Co.:
      25,000,000   5.74%, 9/11/95                                     24,960,139
      25,000,000   5.75%, 9/18/95                                     24,932,118
                   Nationsbank Corp.:
      10,000,000   6.14%, 9/20/95                                      9,967,594
       5,000,000   6.12%, 10/2/95                                      4,973,650
                   Nynex Corp.:
      10,000,000   5.88%, 9/12/95                                      9,982,033

Principal Amount                                                    Market Value
- ----------------                                                    ------------
Short-Term Corporate Notes (cont'd)
      21,500,000   5.80%, 10/13/95                              $     21,354,517
                   Renault Credit:
      25,000,000   5.72%, 9/18/95                                     24,932,472
      10,100,000   5.88%, 9/28/95                                     10,055,459
                   Shoney's Inc., #3
       9,350,000   5.8705%, 9/25/95                                    9,350,000
                   Southern Container Corp.
      10,000,000   5.8835%, 9/25/95                                   10,000,000
                   Spiegel Funding Corp.:
       5,000,000   5.85%, 10/6/95                                      4,971,564
      10,000,000   5.68%, 10/10/95                                     9,938,467
                   Windsor at Pine Ridge:
       2,300,000   5.8705%, 9/25/95                                    2,300,000
       6,650,000   5.8835%, 9/25/95                                    6,650,000
                   Ziegler Corp.
       4,000,000   5.80%, 10/23/95                                     3,966,489
Total Short-Term Corporate Notes
  (amortized cost $303,952,478)                                      303,952,478
General Obligation Bonds - 5.3%
                   Los Angeles Metropolitan
                   Transit Authority:
       5,000,000   6.35%, 9/7/95                                       5,000,143
      10,000,000   5.95%, 9/18/95                                     10,000,000
      10,000,000   6.025%, 10/2/95                                    10,000,000
                   Richmond County, Georgia,
                   (Monsanto Co. Project),
      12,200,000   6.27%, 6/1/20                                      12,200,000
                   San Diego, California:
       5,000,000   5.95%, 9/1/00                                       4,999,854
       9,700,000   6.12%, 9/1/20                                       9,700,000
Total General Obligation Bonds
  (cost $51,899,997)                                                  51,899,997
Time Deposits - 1.9%
                   First Union Bank of
                   North Carolina
      18,300,000   5.8125%, 9/1/95
                   (cost $18,300,000)                                 18,300,000
    


                                       19
<PAGE>

   
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Bank Notes - 6.1%
                   Bank of New York
       5,000,000   6.41%, 6/3/96                                $      5,000,000
                   Comerica Bank of Illinois
       5,000,000   5.76%, 9/29/95                                      4,999,145
                   First National Bank of Ohio
      10,000,000   5.95%, 8/1/96                                       9,995,600
                   First National Bank of Chicago:
       5,000,000   6.45%, 9/20/95                                      5,000,619
      10,000,000   6.12%, 8/26/96                                     10,000,000
                   Regions Bank of Louisiana
      15,000,000   6.40%, 10/5/95                                     15,000,000
                   Wachovia Bank of
                   North Carolina
       9,000,000   6.20%, 8/5/96                                       9,026,918
Total Bank Notes
  (amortized cost $59,022,282)                                        59,022,282
Taxable Variable Rate Demand Notes - 33.2%
       9,200,000   Ann Arundel Medical Center,
                   5.85%, 7/1/24                                       9,200,000
       2,200,000   Armstrong County, Pennsylvania,
                   Hospital Authority Revenue,
                   (St. Francis Financial Corp.),
                   Series A, 5.90%, 9/1/17                             2,200,000
       4,500,000   Bayliss Group Partners,
                   6.05%, 1/1/10                                       4,500,000
       3,500,000   Bessemer, Alabama, Industrial
                   Development Bond,
                   (Big B Inc. Project), Series B,
                   5.89%, 5/1/05                                       3,500,000
       3,200,000   Columbia County, Georgia,
                   Development Authority
                   Industrial Park Revenue,
                   5.95%, 3/1/10                                       3,200,000
       3,300,000   Community Health System, Inc.,
                   Series A, 6.05%, 10/1/03                            3,300,000
      10,000,000   FCC National Bank,
                   5.95%, 4/26/96                                      9,995,488
      15,900,000   Fontana, California, Public
                   Finance Authority COPS,
                   6.14%, 10/1/20                                     15,900,000
                   General Electric Capital Corp.,
                   Medium Term Notes:
      15,000,000   6.00%, 4/5/96                                      14,997,280
       3,000,000   6.03%, 4/19/96                                      3,000,000
                   General Motors Acceptance
                   Corp., Medium Term Notes:
      10,000,000   6.2812%, 12/22/95                                  10,003,812
       5,000,000   6.125%, 5/6/96                                      5,006,134
         100,000   Genesys Michigan Health
                   System Taxable Obligations,
                   Series A, 5.94%, 4/1/20                               100,000
       3,155,000   GMG Warehouse LLC,
                   5.90%, 5/15/25                                      3,155,000
         800,000   Great Bend, Kansas Economic
                   Development Revenue
                   Board, (Fuller Industries,
                   Inc. Project), 5.90%, 6/1/09                          800,000
       1,525,000   Health Care Taxable Obligation,
                   (Glencrest Real Estate &
                   Development LLC Project),
                   5.90%, 2/15/24                                      1,525,000
                   Health Insurance Plan
                   of Greater New York:
       4,700,000   Series B, 5.85%, 7/1/16                             4,700,000
       6,900,000   Series B-2, 5.85%, 7/1/20                           6,900,000
       6,800,000   Health Midwest Ventures
                   Group, Inc., Demand Bond
                   Series 1994A, 5.90%, 8/1/19                         6,800,000

Principal Amount                                                    Market Value
- ----------------                                                    ------------
Taxable Variable Rate Demand Notes (cont'd)
       1,900,000   Hinds County, Mississippi
                   Industrial Development
                   Revenue Bond, (Cal-Maine
                   Foods, Inc. Project),
                   5.95%, 11/1/05                               $      1,900,000
       2,100,000   Illinois Development Finance
                   Authority, (Chicago
                   Educational Television Assn.),
                   Series B, 5.90%,                                    2,100,000
       2,920,000   Letts Industries, Inc.,
                   5.90%, 2/1/20                                       2,920,000
       4,000,000   Liliha Partners L.P. of Hawaii,
                   6.05%, 8/1/24                                       4,000,000
      12,500,000   Mac Papers, Inc., 5.90%, 8/1/15                    12,500,000
         800,000   Maryland State Industrial
                   Development Financing
                   Authority Terminal Corp.
                   Facility Revenue,
                   6.08%, 9/1/09                                         800,000
                   Mississippi Business Finance
                   Industrial Development Bond:
       5,000,000   (Dana Lighting Inc. Project),
                   5.95%, 5/1/10                                       5,000,000
      11,500,000   (United Technologies Motor
                   Systems Inc. Project),
                   5.95%, 6/1/14                                      11,500,000
       6,000,000   (Choctaw Foods Inc. Project),
                   5.95%, 8/1/15                                       6,000,000
         130,000   (Bryan Foods, Inc. Project),
                   5.85%, 2/1/19                                         130,000
         170,000   Missouri State Economic
                   Development Export &
                   Infrastructures Industrial
                   Development Revenue,
                   (Able Body Corp. Project),
                   6.45%, 6/1/08                                         170,000
       1,000,000   Montgomery County
                   Pennsylvania Industrial
                   Development Authority,
                   (410 Horsham Associates
                   Project), 6.15%, 3/1/10                             1,000,000
                   New York City, New York,
                   General Obligation:
      20,000,000   6.00%, 8/1/14                                      20,000,000
      30,000,000   5.95%, 8/1/25                                      30,000,000
       2,470,000   Nova University, Florida,
                   Lease Revenue, (Miami
                   Dolphins Training Facility
                   Project), 5.95%, 3/1/03                             2,470,000
       5,800,000   Oxnard, California, Finance
                   Authority Refunding Lease
                   Revenue, 5.90%, 6/1/06                              5,800,000
       7,000,000   Pasadena, California, COPS,
                   (Los Robles Avenue
                   Parking Facility Project),
                   5.95%, 11/1/12                                      7,000,000
       1,800,000   Renssalaer County, New York
                   Industrial Development
                   Authority, (Allied Signal
                   Project), 5.94%, 9/1/09                             1,800,000
       3,175,000   St. Francis Hawaii Healthcare
                   Foundation Revenue Bond,
                   6.05%, 8/1/12                                       3,175,000
      25,500,000   San Bernardino County,
                   California, (County Center
                   Refining Project),
                   5.85%, 7/1/16                                      25,500,000
    


                                       20
<PAGE>

   
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Taxable Variable Rate Demand Notes (cont'd)
       9,365,000   San Jose California Financing
                   Authority, (Hayes Mansion
                   Revenue Project), Series A,
                   6.15%, 12/1/25                               $      9,365,000
       1,000,000   South Central Texas Industrial
                   Development Bond,
                   (Rohr Industries Project),
                   5.90%, 5/1/20                                       1,000,000
      20,000,000   Taxable Adjustable Demand
                   Notes, 5.95%, 8/1/25                               20,000,000
       6,200,000   Texas Veterans' Housing
                   Assistance, 5.87%, 12/1/3                           6,200,000
       5,380,000   Union City, Tennessee,
                   Industrial Development Board,
                   Cobank Limited LLC Project),
                   5.95%, 1/1/25                                       5,380,000
       5,000,000   Venturecor, Inc., 5.90%, 5/15/35                    5,000,000
      24,350,000   Virginia State Housing
                   Development Authority
                   Residential Mortgage
                   Revenue, Series A,
                   5.95%, 3/1/02                                      24,350,000
Total Variable Rate Notes
  (amortized cost $323,842,715)                                      323,842,715
Certificates of Deposit - 12.3%
                   Bank of Tokyo, Portland:
      20,000,000   5.88%, 9/22/95                                     20,000,116
      20,000,000   5.90%, 9/25/95                                     20,000,398
                   Bayerische Vereinsbank:
      10,000,000   6.03%, 6/5/96                                      10,000,000
      10,000,000   5.95%, 7/22/96                                     10,000,000
                   Canadian Imperial Bank:
       5,000,000   6.40%, 6/5/96                                       5,000,000
      10,000,000   6.10%, 7/26/96                                     10,000,000
      45,000,000   Sanwa Bank Ltd., New York,
                   5.85%, 9/6/95                                      45,000,000
Total Certificates of Deposit
  (amortized cost $120,000,514)                                      120,000,514
Promissory Notes - 4.6%
      45,000,000   Goldman Sachs Group L.P.
                   5.9375%, 10/23/95
                   (cost $45,000,000)                                 45,000,000
Repurchase Agreements - 5.1%
      50,000,000   First Chicago Repurchase
                   Agreement, 5.88%, dated
                   8/31/95, maturing 9/1/95,
                   to be repurchased at
                   $50,008,167, collateralized
                   by: $50,890,000 United States
                   Treasury Note, 6.00%, 8/31/97,
                   with a value of $51,001,450
                  (cost $50,000,000)                                  50,000,000
Total Investments - 99.7%                                            972,017,986
Cash, Receivables and Other Assets,
  net of Liabilities - 0.3%                                            2,526,563
Net Assets - 100%                                                   $974,544,549


JANUS GOVERNMENT MONEY MARKET FUND
August 31, 1995 (unaudited)

Principal Amount                                                    Market Value
- ----------------                                                    ------------
U.S. Government Agency
Discount Note Obligations - 15.7%
                   Federal Farm Credit Bank
$      5,000,000   5.40%, 8/27/96                               $      4,729,250
                   Federal Home Loan Bank:
       1,000,000   5.51%, 2/5/96                                         975,970
       1,000,000   5.80%, 2/8/96                                         974,222
       2,000,000   5.50%, 5/3/96                                       1,925,139
       1,835,000   5.58%, 5/31/96                                      1,757,352
       2,000,000   5.98%, 7/3/96                                       2,000,000
       1,000,000   5.51%, 7/11/96                                        951,940
       2,000,000   5.44%, 7/12/96                                      1,904,800
       1,000,000   5.44%, 7/16/96                                        951,795
       1,000,000   5.44%, 8/1/96                                         949,378
                   Federal Home Loan
                   Mortgage Corp.
       2,000,000   5.83%, 11/1/95                                      1,980,243
                   Federal National
                   Mortgage Association:
       1,000,000   5.84%, 9/1/95                                       1,000,000
       1,000,000   5.84%, 10/18/95                                       992,376
       2,000,000   5.49%, 4/15/96                                      1,930,765
       2,000,000   5.39%, 6/20/96                                      1,912,263
Total U.S. Government Agency
  (amortized cost $24,935,493)                                        24,935,493
U.S. Government Agency Obligations -
Variable Notes - 21.7%
                   Federal Farm Credit
                   Medium Term Note
       5,000,000   6.20%, 3/21/96                                      4,999,701
       2,000,000   6.10%, 6/13/97                                      1,998,273
                   Federal Home Loan Bank:
       5,000,000   5.67%, 3/8/96                                       4,994,227
       5,000,000   6.18%, 9/6/96                                       5,018,366
                   Federal National Mortgage
                   Medium Term Notes:
       3,000,000   6.37%, 1/26/96                                      3,000,294
                   Student Loan
                   Marketing Association:
       5,000,000   5.86%, 12/14/95                                     5,000,000
       3,200,000   6.09%, 8/22/96                                      3,205,967
       1,240,000   5.93%, 3/3/97                                       1,240,118
       5,000,000   5.64%, 4/18/97                                      4,995,948
Total U.S. Government Agency - Variable
  Notes (amortized cost $34,452,894)                                  34,452,894
U.S. Government Agency Notes - .6%
                   Federal Home Loan Bank Note
       1,000,000   6.22%, 6/17/96
                   (amortized cost $1,000,000)                         1,000,000
Repurchase Agreements - 62.0%
      35,000,000   First Chicago Repurchase
                   Agreement, 5.88% dated
                   8/31/95, maturing 9/1/95,
                   to be repurchased at
                   $35,005,717, collateralized
                   by $35,625,000 in U.S.
                   Treasury Notes 6.00%,
                   8/31/97 with a value of
                   $35,703,019                                        35,000,000
    


                                       21
<PAGE>

   
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Repurchase Agreements (cont'd)
      34,300,000   HSBC Repurchase Agreement,
                   5.86% dated 8/31/95,
                   maturing 9/1/95, to be
                   repurchased at $34,305,583
                   collateralized by: $32,550,000
                   in U.S. Treasury Notes:
                   6.00% - 7.875%, 9/30/99 -
                   11/30/99; with respective
                   values of $6,716,789,
                   $1,821,023, $1,849,125,
                   $3,661,495, $20,937,950                      $     34,300,000
      29,000,000   Morgan Stanley Repurchase
                   Agreement, 5.80% dated 8/31/95,
                   maturing 9/1/95,
                   to be repurchased at
                   $29,004,672 collateralized
                   by: $1,375,000 in Federal
                   National Conventional
                   Pooled Loans 7.50%, 8/1/25;
                   $97,396,000 in Federal
                   National Mortgage
                   Association Notes 1.9562%,
                   11/23/25; $24,550,000 in
                   U.S. Treasury Notes 7.75%,
                   3/31/96 with respective values
                   of $1,384,884, $2,649,610
                   and $25,624,033                                    29,000,000
Total Repurchase Agreements
  (cost $98,300,000)                                                  98,300,000
Total Investments - 100.2%                                           158,688,387
Liabilities, net of Cash, Receivables
  and Other Assets - (0.2%)                                            (258,640)
Net Assets - 100%                                                   $158,429,747


JANUS TAX-EXEMPT MONEY MARKET FUND
August 31, 1995 (unaudited)

Principal Amount                                                    Market Value
- ----------------                                                    ------------
General Obligation Notes - 18.1%
$      1,000,000   Allegheny County, Pennsylvania
                   Port Authority Grant
                   Anticipation Notes, Series A,
                   3.875%, 6/28/96                              $      1,000,000
       1,000,000   Baltimore, Maryland Industrial
                   Development Authority,
                   3.20%, 9/6/95                                       1,000,000
       1,000,000   Corcoran, California Joint
                   Unified School District, Tax
                   and Revenue Anticipation
                   Notes, 4.25%, 6/28/96                               1,001,188
       1,000,000   Harris County, Texas Hospital
                   District, 6.90%, 2/15/96                            1,013,530
       1,000,000   Maricopa County, Arizona
                   Unified High School District
                   Number 210, Phoenix Tax
                   Anticipation Notes,
                   Series A, 4.45%, 7/31/96                            1,004,237
         750,000   Metropolitan Government
                   Nashville and Davidson
                   County, Tennesse,
                   4.75%, 1/15/96                                        750,000
       3,295,000   Mono County, California Board
                   of Education Tax Anticipation
                   Notes, 4.50%, 6/28/96                               3,307,554
       1,500,000   North Carolina Eastern
                   3.20%, 9/6/95                                       1,500,000
       1,150,000   Port of Seattle, Washington
                   Revenue, Series A,
                   5.50%, 2/1/96                                       1,155,359
         300,000   State of Texas 3.25%, 10/5/95                         300,000
       1,000,000   Tuolomne County, California
                   Board of Education Tax and
                   Revenue Anticipation Notes,
                   4.50%, 6/28/96                                      1,004,367
Total General Obligation Notes
  (amortized cost $13,036,235)                                        13,036,235
Put Bonds - 5.8%
         500,000   Harris County, Texas Hospital
                   District, 8.50%, 4/1/15 522,481
       1,000,000   Klamath Falls, Oregon Electric
                   Revenue, (Salt Caves
                   Hydroelectric), Series A,
                   4.40%, 5/1/23                                       1,000,000
       2,180,000   Missouri State Environmental
                   Impact and  Energy  Resource
                   Authority,  Pollution Control 
                   Revenue, (Union Electric Co.),
                   Series B, 4.00%, 6/1/14                             2,180,000
         500,000   Pendleton, Kentucky
                   Self-Insurance Funding,
                   4.00%, 7/1/01                                         500,000
Total Put Bonds (amortized cost $4,202,481)                            4,202,481
Variable Rate Demand Notes - 77.6%
California - 15.6%
       3,500,000   California School Cash Reserve
                   Program Authority,
                   4.75%, 7/5/96                                       3,528,314
       3,100,000   California Statewide
                   Communities, (Whispering
                   Winds Apartments),
                   Series D, 3.90%, 12/1/22                            3,100,000
    


                                       22
<PAGE>

   
Principal Amount                                                    Market Value
- ----------------                                                    ------------
California (cont'd)
         500,000   Carlsbad Housing &
                   Redevelopment Commission,
                   (Seascape Village Project),
                   4.00%, 12/12/05                              $        500,000
                   Irvine Ranch Water District:
         800,000   (Consolidated Refunding
                   Project), Series B,
                   3.60%, 10/1/99                                        800,000
         300,000   (Consolidated Refunding
                   Project), Series B,
                   3.60%, 10/1/04                                        300,000
         200,000   (Consolidated Refunding
                   Project), Series B,
                   3.60%, 10/1/09                                        200,000
       1,000,000   (Waterworks Improvement
                   District), Series A,
                   3.60%, 11/15/13                                     1,000,000
       1,100,000   (Sewer Improvement District),
                   Series A, 3.60%, 11/15/13                           1,100,000
         300,000   (Consolidated Refunding
                   Project), 3.60%, 6/1/15                               300,000
         400,000   Orange County Apartment
                   Development Revenue,
                   (Aliso Creek Project),
                   Series B, 4.20%, 11/1/05                              400,000
                                                                      11,228,314
Florida - 1.5%
         200,000   Broward County Housing
                    Finance Authority
                    Multi-Family Housing
                    Revenue, (Jacaranda Village
                   Project), 3.60%, 9/1/97                               200,000
         200,000   Dade County, Florida
                   (Apartment Revenue),
                   Series A, 3.80%, 10/1/09                              200,000
         700,000   Pinellas County Housing
                   Finance Authority
                   Multi-Family Housing
                   Revenue, (Lynn Lake Arms
                   Phase II Project), Series II-A,
                   3.75%, 7/1/11                                         700,000
                                                                       1,100,000
Georgia - 5.9%
       1,900,000   Glynn-Brunswick Hospital
                   Authority Revenue, (S.E.
                   Georgia Regional Medical
                   Center Project), Series A,
                   3.75%, 8/1/09                                       1,900,000
       2,335,000   Peachtree City Development
                   Authority Revenue,
                   (Equitable PCDC Project),
                   3.75%, 7/1/10                                       2,335,000
                                                                       4,235,000
Illinois - 6.0%
       2,100,000   Bartlett Multi-Family Housing
                   Revenue, (Bartlett Square
                   Apartments), Series A,
                   3.65%, 3/1/25                                       2,100,000
         649,070   Illinois Village of Franklin Park,
                   (AM Castle and Company
                   Project), 3.70%, 6/1/17                               649,070
         187,500   Village of Rosemont, Illinois,
                   (AM Castle and Company
                   Project), 3.70%, 9/1/17                               187,500


Principal Amount                                                    Market Value
- ----------------                                                    ------------
Illinois (cont'd)
       1,400,000   Wood Dale Industrial
                   Development Revenue,
                   (Nippon Express, Inc. Project),
                   3.80%, 6/1/00                                $      1,400,000
                                                                       4,336,570
Kansas - 2.9%
       2,100,000   Wichita, Kansas Revenue,
                   (CSJ Health Systems Project),
                   Series XXV, 3.80%, 10/1/11                          2,100,000
Kentucky - 1.4%
       1,000,000   Calvert City, Kentucky PCRB
                   (Air Products and Chemical
                   Income Project), Series B,
                   3.65%, 2/1/07                                       1,000,000
Louisiana - 4.4%
       1,620,000   Quachita, Louisiana Industrial
                   Development Bond (McRaes
                   Inc. Project), 3.75%, 7/1/04                        1,620,000
         100,000   South Louisiana Port Comm
                   Marine Term Facility Authority,
                   (Occidental Petroleum
                   Project), 3.60%, 7/1/21                               100,000
       1,485,000   Sulphur, Louisiana Industrial
                   Development Revenue,
                   (La Quinta Inns Project),
                   3.75%, 12/1/04                                      1,485,000
                                                                       3,205,000
Maryland - 4.9%
       3,500,000   Baltimore, Maryland (Terminal
                   Corp. Project), 3.70%, 8/1/16                       3,500,000
Minnesota - 0.1%
         100,000   Austin Commercial
                   Development Revenue,
                   (Hy-Vee Foods, Inc. Project),
                   3.75%, 12/1/04                                        100,000
Missouri - 3.1%
         195,000   Columbia Certificate of
                   Participation Authority,
                   3.60%, 8/15/99                                        195,000
         973,000   Kansas City Industrial
                   Development Authority,
                   (AM Castle and Company
                   Project), 3.70%, 6/1/10                               973,000
         500,000   Missouri Health Education
                   Financing Authority Hospital
                   Finance Revenue, (SSM
                   Health Care Project),
                   3.90%, 6/1/06                                         500,000
         600,000   West Plains Industrial Revenue
                   Authority, (West Plains Manor
                   Project), 4.05%, 11/1/10                              600,000
                                                                       2,268,000
New York - 1.3%
         900,000   Ontario County, NY Industrial
                   Development Authority,
                   (Eastman Kodak/V Assoc.
                   Project), 4.75%, 8/1/15                               900,000
Ohio - 0.8%
         590,000   Ohio Industrial Development
                   Revenue Bond, (AM Castle and
                   Company Project),
                   3.70%, 12/1/06                                        590,000
    


                                       23
<PAGE>

   
Principal Amount                                                    Market Value
- ----------------                                                    ------------
Oklahoma - 4.3%
         615,000   Claremore Redevelopment
                   Authority Industrial
                   Development Revenue,
                   (Worthington Cylinder Corp.
                   Project), 3.75%, 1/1/11                      $        615,000
       2,500,000   Tulsa Home Finance Authority,
                   (Greenbriar Project),
                   Series B, 4.00%, 3/15/05                            2,500,000
                                                                       3,115,000
Pennsylvania - 3.5%
       1,000,000   Chester County Industrial
                   Development Revenue,
                   (Woods Project),
                   3.70%, 3/31/15                                      1,000,000
         200,000   Delaware Valley Regional
                   Financing Authority,
                   Series 1985A-1V 1991,
                   3.60%, 12/1/17                                        200,000
       1,300,000   Venango Industrial
                   Development Authority,
                   (Pennzoil Co. Project),
                   Series A, 4.25%, 12/1/12                            1,300,000
                                                                       2,500,000
South Carolina - 3.5%
       2,000,000   Dorchester County (BOC Group
                   Project), 3.75%, 12/8/00                            2,000,000
         500,000   Lexington County
                   (Charter Rivers Hospital),
                   3.70%, 6/1/07                                         500,000
                                                                       2,500,000
Tennessee - 11.1%
       2,500,000   Greeneville Health &
                   Educational Facilities Board,
                   (Laughlin Memorial Hospital,
                   Inc. Project), 3.70%, 10/1/14                       2,500,000
       2,500,000   Hamilton County (Tennessee
                   Aquarium - IMAX),
                   3.70%, 3/1/15                                       2,500,000
                   Metropolitan Government
                   Nashville & Davidson County
                   Health and Educational
                   Facilities Board:
       1,000,000   (Belmont University Project),
                   3.75%, 8/1/09                                       1,000,000
       2,000,000   (Richland Place, Inc. Project),
                   3.55%, 5/1/23                                       2,000,000
                                                                       8,000,000


Principal Amount                                                    Market Value
- ----------------                                                    ------------
Texas - 7.2%
         100,000   Grapevine Industrial
                   Development Corp. Revenue,
                   (American Airlines Inc.),
                   Series A-4 3.50%, 12/1/24                    $        100,000
       1,400,000   Harris County Health Facilities
                   Development Corp. Hospital
                   Revenue, (Memorial Senior
                   Services, Inc. Project),
                   3.65%, 5/1/18                                       1,400,000
       1,800,000   Lubbock, Texas Hospital
                   Finance Development Corp.
                   Revenue, (Charter Plains
                   Hospital Project),
                   3.70%, 10/1/13                                      1,800,000
       1,910,000   Maverick County Industrial
                   Developement Revenue
                   Bond, (La Quinta Motor Inns),
                   3.75%, 12/1/01                                      1,910,000
                                                                       5,210,000
Wisconsin - 0.1%
         100,000   Wisconsin Health & Educational
                   Facilities Authority, (Felican
                   Health Care, Inc. Project),
                   3.80%, 1/1/19                                         100,000
Total Variable Rate Notes
  (amortized cost $55,987,884)                                        55,987,884
Total Investments - 101.5%                                            73,226,600
Cash, Receivables and other Assets,
  net of Liabilities - (1.5%)                                        (1,086,522)
Net Assets - 100%                                                    $72,140,078
    


                                       24
<PAGE>

APPENDIX A

DESCRIPTION OF SECURITIES RATINGS

MOODY'S AND STANDARD & POOR'S

MUNICIPAL AND CORPORATE BONDS AND MUNICIPAL LOANS

   
     The two highest ratings of Standard & Poor's Ratings  Services  ("S&P") for
municipal and  corporate  bonds are AAA and AA. Bonds rated AAA have the highest
rating assigned by S&P to a debt obligation.  Capacity to pay interest and repay
principal is extremely strong. Bonds rated AA have a very strong capacity to pay
interest and repay  principal and differ from the highest rated issues only in a
small  degree.  The AA rating may be modified  by the  addition of a plus (+) or
minus (-) sign to show relative standing within that rating category.
    

     The two highest ratings of Moody's Investors Service,  Inc. ("Moody's") for
municipal  and  corporate  bonds are Aaa and Aa.  Bonds  rated Aaa are judged by
Moody's  to be of the best  quality.  Bonds  rated Aa are  judged  to be of high
quality by all  standards.  Together with the Aaa group,  they comprise what are
generally  known as  high-grade  bonds.  Moody's  states that Aa bonds are rated
lower than the best bonds because  margins of protection or other  elements make
long-term risks appear  somewhat larger than Aaa securities.  The generic rating
Aa may be modified by the  addition  of the  numerals 1, 2 or 3. The  modifier 1
indicates that the security  ranks in the higher end of the Aa rating  category;
the modifier 2 indicates a mid-range ranking;  and the modifier 3 indicates that
the issue ranks in the lower end of such rating category.

SHORT TERM MUNICIPAL LOANS

     S&P's highest  rating for  short-term  municipal  loans is SP-1. S&P states
that short-term  municipal securities bearing the SP-1 designation have a strong
capacity  to pay  principal  and  interest.  Those  issues  rated SP-1 which are
determined to possess a very strong capacity to pay debt service will be given a
plus (+)  designation.  Issues  rated  SP-2 have  satisfactory  capacity  to pay
principal and interest with some vulnerability to adverse financial and economic
changes over the term of the notes.

     Moody's  highest rating for  short-term  municipal  loans is  MIG-1/VMIG-1.
Moody's states that short-term  municipal  securities rated  MIG-1/VMIG-1 are of
the best quality,  enjoying  strong  protection from  established  cash flows of
funds for their  servicing or from  established  and  broad-based  access to the
market for refinancing,  or both. Loans bearing the MIG-2/VMIG-2 designation are
of high quality,  with margins of protection  ample  although not so large as in
the MIG-1/VMIG-1 group.

OTHER SHORT-TERM DEBT SECURITIES

     Prime-1 and Prime-2  are the two  highest  ratings  assigned by Moody's for
other  short-term debt securities and commercial  paper, and A-1 and A-2 are the
two highest  ratings for  commercial  paper  assigned by S&P.  Moody's  uses the
numbers 1, 2 and 3 to denote relative strength within its highest classification
of Prime,  while S&P uses the  numbers  1, 2 and 3 to denote  relative  strength
within its highest  classification of A. Issuers rated Prime-1 by Moody's have a
superior  ability for repayment of senior  short-term debt  obligations and have
many  of  the   following   characteristics:   leading   market   positions   in
well-established   industries,   high   rates  of  return  on  funds   employed,
conservative  capitalization  structure with moderate reliance on debt and ample
asset protection,  broad margins in earnings coverage of fixed financial charges
and high internal cash  generation,  and well  established  access to a range of
financial  markets and assured  sources of alternate  liquidity.  Issuers  rated
Prime-2 by Moody's have a strong ability for repayment of senior short-term debt
obligations  and display many of the same  characteristics  displayed by issuers
rated Prime-1,  but to a lesser degree.  Issuers rated A-1 by S&P carry a strong
degree of safety regarding timely repayment.  Those issues determined to possess
extremely strong safety characteristics are denoted with a plus (+) designation.
Issuers rated A-2 by S&P carry a satisfactory  degree of safety regarding timely
repayment.

FITCH

F-1+ -  Exceptionally  strong credit  quality.  Issues  assigned this rating are
     regarded as having the strongest degree of assurance for timely payment.

F-1  - Very strong  credit  quality.  Issues  assigned  this  rating  reflect an
     assurance for timely payment only slightly less in degree than issues rated
     F-1+.


                                       25
<PAGE>

F-2  - Good credit  quality.  Issues  assigned  this rating have a  satisfactory
     degree of assurance for timely payments, but the margin of safety is not as
     great as the F-1+ and F-1 ratings.

DUFF & PHELPS INC.

Duff 1+ - Highest certainty of timely payment.  Short-term liquidity,  including
     internal  operating  factors and/or ready access to alternative  sources of
     funds,  is clearly  outstanding,  and safety is just below  risk-free  U.S.
     Treasury short-term obligations.

Duff 1 - Very high certainty of timely payment.  Liquidity factors are excellent
     and  supported by good  fundamental  protection  factors.  Risk factors are
     minor.

Duff 1- - High  certainty of timely  payment.  Liquidity  factors are strong and
     supported by good  fundamental  protection  factors.  Risk factors are very
     small.

Duff 2 - Good  certainty  of  timely  payment.  Liquidity  factors  and  company
     fundamentals  are sound.  Although  ongoing funding needs may enlarge total
     financing requirements, access to capital markets is good. Risk factors are
     small.

THOMSON BANKWATCH, INC.

TBW-1- The highest  category;  indicates a very high degree of  likelihood  that
     principal and interest will be paid on a timely basis.

TBW-2- The second highest category;  while the degree of safety regarding timely
     repayment of  principal  and  interest is strong,  the  relative  degree of
     safety is not as high as for issues rated TBW-1.

TBW-3-  The  lowest  investment  grade  category;   indicates  that  while  more
     susceptible  to adverse  developments  (both  internal and  external)  than
     obligations with higher ratings, capacity to service principal and interest
     in a timely fashion is considered adequate.

TBW-4- The lowest  rating  category;  this rating is regarded as  non-investment
     grade and therefore speculative.

IBCA, INC.

A1+  - Obligations supported by the highest capacity for timely repayment. Where
     issues possess a  particularly  strong credit  feature,  a rating of A1+ is
     assigned.

A2   - Obligations supported by a good capacity for timely repayment.

A3   - Obligations supported by a satisfactory capacity for timely repayment.

B    -  Obligations  for which  there is an  uncertainty  as to the  capacity to
     ensure timely repayment.

C    -  Obligations  for  which  there is a high  risk of  default  or which are
     currently in default.


                                       26
<PAGE>

APPENDIX B

DESCRIPTION OF MUNICIPAL SECURITIES

     Municipal Notes generally are used to provide for short-term  capital needs
and usually have maturities of one year or less. They include the following:

     1. Project Notes, which carry a U.S.  government  guarantee,  are issued by
public bodies  (called  "local  issuing  agencies")  created under the laws of a
state, territory, or U.S. possession.  They have maturities that range up to one
year from the date of issuance. Project Notes are backed by an agreement between
the local  issuing  agency  and the  Federal  Department  of  Housing  and Urban
Development.  These  Notes  provide  financing  for a wide  range  of  financial
assistance  programs  for  housing,  redevelopment,  and related  needs (such as
low-income housing programs and renewal programs).

     2. Tax  Anticipation  Notes are issued to finance  working capital needs of
municipalities.  Generally,  they are issued in anticipation of various seasonal
tax revenues,  such as income,  sales,  use and business taxes,  and are payable
from these specific future taxes.

     3. Revenue Anticipation Notes are issued in expectation of receipt of other
types of revenues,  such as Federal revenues available under the Federal Revenue
Sharing Programs.

     4. Bond  Anticipation  Notes are issued to provide interim  financing until
long-term  financing can be arranged.  In most cases,  the long-term  bonds then
provide the money for the repayment of the Notes.

     5.  Construction  Loan  Notes are sold to provide  construction  financing.
After  successful  completion and acceptance,  many projects  receive  permanent
financing through the Federal Housing  Administration under the Federal National
Mortgage   Association  ("Fannie  Mae")  or  the  Government  National  Mortgage
Association ("Ginnie Mae").

     6.  Tax-Exempt  Commercial  Paper is a short-term  obligation with a stated
maturity  of 365 days or less.  It is  issued  by  agencies  of state  and local
governments to finance seasonal working capital needs or as short-term financing
in anticipation of longer term financing.

     Municipal  Bonds,  which meet longer term capital needs and generally  have
maturities   of  more  than  one  year  when   issued,   have  three   principal
classifications:

     1.  General  Obligation  Bonds  are  issued  by such  entities  as  states,
counties,   cities,  towns,  and  regional  districts.  The  proceeds  of  these
obligations  are  used  to  fund a wide  range  of  public  projects,  including
construction or improvement of schools,  highways and roads, and water and sewer
systems.  The basic  security  behind General  Obligation  Bonds is the issuer's
pledge  of its full  faith and  credit  and  taxing  power  for the  payment  of
principal  and  interest.  The taxes that can be levied for the  payment of debt
service  may be  limited  or  unlimited  as to the  rate or  amount  of  special
assessments.

     2. Revenue Bonds in recent years have come to include an increasingly  wide
variety of types of  municipal  obligations.  As with other  kinds of  municipal
obligations,  the issuers of revenue  bonds may consist of virtually any form of
state or local governmental entity,  including states,  state agencies,  cities,
counties,  authorities of various kinds, such as public housing or redevelopment
authorities,  and special districts, such as water, sewer or sanitary districts.
Generally,  revenue  bonds are secured by the revenues or net  revenues  derived
from a particular facility, group of facilities, or, in some cases, the proceeds
of a special excise or other specific  revenue source.  Revenue bonds are issued
to finance a wide variety of capital projects including electric, gas, water and
sewer systems;  highways,  bridges,  and tunnels;  port and airport  facilities;
colleges and universities; and hospitals. Many of these bonds provide additional
security in the form of a debt service reserve fund to be used to make principal
and  interest  payments.  Various  forms of credit  enhancement,  such as a bank
letter of credit or municipal  bond  insurance,  may also be employed in revenue
bond  issues.  Housing  authorities  have a wide  range of  security,  including
partially or fully insured  mortgages,  rent  subsidized  and/or  collateralized
mortgages,  and/or the net revenues from housing or other public projects.  Some
authorities  provide further  security in the form of a state's ability (without
obligation) to make up deficiencies in the debt service reserve fund.

     In recent  years,  revenue  bonds  have been  issued in large  volumes  for
projects that are privately owned and operated (see 3 below).

     3. Private  Activity Bonds are considered  municipal  bonds if the interest
paid thereon is exempt from Federal income tax and are issued by or on behalf of
public  authorities  to  raise  money  to  finance  various  privately  operated
facilities for business and manufacturing,  housing and health.  These bonds are
also 

                                       27
<PAGE>

used to finance public  facilities  such as airports,  mass transit  systems and
ports.  The payment of the  principal  and  interest on such bonds is  dependent
solely on the ability of the facility's  user to meet its financial  obligations
and the pledge,  if any,  of real and  personal  property  as security  for such
payment.

     While, at one time, the pertinent  provisions of the Internal  Revenue Code
permitted private activity bonds to bear tax-exempt  interest in connection with
virtually  any type of  commercial  or  industrial  project  (subject to various
restrictions as to authorized costs,  size limitations,  state per capita volume
restrictions,  and other  matters),  the types of qualifying  projects under the
Code have become increasingly  limited,  particularly since the enactment of the
Tax  Reform  Act of 1986.  Under  current  provisions  of the  Code,  tax-exempt
financing remains available,  under prescribed conditions, for certain privately
owned and operated rental multi-family  housing  facilities,  nonprofit hospital
and  nursing  home  projects,   airports,  docks  and  wharves,  mass  commuting
facilities  and  solid  waste  disposal  projects,  among  others,  and  for the
refunding  (that is,  the  tax-exempt  refinancing)  of  various  kinds of other
private commercial projects originally financed with tax-exempt bonds. In future
years, the types of projects qualifying under the Code for tax-exempt  financing
are expected to become increasingly limited.

     Because  of  terminology  formerly  used  in  the  Internal  Revenue  Code,
virtually  any form of  private  activity  bond may still be  referred  to as an
"industrial  development  bond," but more and more frequently revenue bonds have
become  classified  according to the particular type of facility being financed,
such as hospital revenue bonds, nursing home revenue bonds, multi-family housing
revenue bonds,  single family  housing  revenue  bonds,  industrial  development
revenue bonds, solid waste resource recovery revenue bonds, and so on.

     Other Municipal Obligations,  incurred for a variety of financing purposes,
include:  municipal leases, which may take the form of a lease or an installment
purchase or conditional sale contract, are issued by state and local governments
and  authorities to acquire a wide variety of equipment and  facilities  such as
fire and  sanitation  vehicles,  telecommunications  equipment and other capital
assets.  Municipal leases frequently have special risks not normally  associated
with general  obligation or revenue bonds.  Leases and  installment  purchase or
conditional sale contracts (which normally provide for title to the leased asset
to pass  eventually  to the  government  issuer)  have  evolved  as a means  for
governmental  issuers to acquire  property  and  equipment  without  meeting the
constitutional  and  statutory  requirements  for  the  issuance  of  debt.  The
debt-issuance limitations of many state constitutions and statutes are deemed to
be  inapplicable  because  of the  inclusion  in many  leases  or  contracts  of
"non-appropriation"  clauses that provide  that the  governmental  issuer has no
obligation to make future  payments under the lease or contract  unless money is
appropriated for such purpose by the appropriate legislative body on a yearly or
other periodic basis. To reduce this risk, the Fund will only purchase municipal
leases subject to a  non-appropriation  clause when the payment of principal and
accrued interest is backed by an unconditional  irrevocable letter of credit, or
guarantee  of a bank or other  entity that meets the  criteria  described in the
Prospectus.

     Tax-exempt bonds are also categorized  according to whether the interest is
or is not includible in the calculation of alternative  minimum taxes imposed on
individuals,  according  to whether the costs of acquiring or carrying the bonds
are or are not deductible in part by banks and other financial institutions, and
according to other criteria relevant for Federal income tax purposes. Due to the
increasing   complexity  of  Internal  Revenue  Code  and  related  requirements
governing  the issuance of  tax-exempt  bonds,  industry  practice has uniformly
required,  as a condition to the issuance of such bonds,  but  particularly  for
revenue  bonds,  an  opinion of  nationally  recognized  bond  counsel as to the
tax-exempt status of interest on the bonds.


                                       28
<PAGE>

                              JANUS INVESTMENT FUND
                           PART C - OTHER INFORMATION

ITEM 24. Financial Statements and Exhibits

     List  all  financial   statements   and  exhibits  filed  as  part  of  the
Registration Statement.

     (a)(1)  Financial Statements Included in the Prospectus:

               Financial Highlights for each of the following Funds:

   
                    Janus Money Market Fund - Institutional Shares
                    Janus Government Money Market Fund - Institutional Shares
                    Janus Tax-Exempt Money Market Fund - Institutional Shares

     (a)(2)  Financial  Statements  included  in  the  Statement  of  Additional
             Information:

               The  Financial  Statements  for each of the  following  Funds are
               contained in the Statement of Additional Information:

                    Janus Money Market Fund - Institutional Shares
                    Janus Government Money Market Fund - Institutional Shares
                    Janus Tax-Exempt Money Market Fund - Institutional Shares
    

     (b)     Exhibits:

             Exhibit 1            (a)  Agreement and Declaration of Trust, dated
                                       February 11, 1986 is incorporated  herein
                                       by    reference    to    Exhibit   1   to
                                       Post-Effective Amendment No. 30.

                                  (b)  Certificate  of  Designation   for  Janus
                                       Growth  and Income  Fund is  incorporated
                                       herein by  reference  to Exhibit  1(b) to
                                       Post-Effective Amendment No. 42.

                                  (c)  Certificate  of  Designation   for  Janus
                                       Worldwide Fund is incorporated  herein by
                                       reference   to  Exhibit   1(c)  to  Post-
                                       Effective Amendment No. 42.

                                  (d)  Certificate  of  Designation   for  Janus
                                       Twenty  Fund is  incorporated  herein  by
                                       reference   to  Exhibit   1(d)  to  Post-
                                       Effective Amendment No. 46.

                                  (e)  Certificate  of  Designation   for  Janus
                                       Flexible   Income  Fund  is  incorporated
                                       herein by  reference  to Exhibit  1(e) to
                                       Post- Effective Amendment No. 46.

                                  (f)  Certificate  of  Designation   for  Janus
                                       Intermediate  Government  Securities Fund
                                       is incorporated herein by


                                      C-1
<PAGE>

                                       reference     to    Exhibit    1(f)    to
                                       Post-Effective Amendment No. 46.

                                  (g)  Certificate  of  Designation   for  Janus
                                       Venture  Fund is  incorporated  herein by
                                       reference   to  Exhibit   1(g)  to  Post-
                                       Effective Amendment No. 47.

                                  (h)  Certificate  of  Designation   for  Janus
                                       Enterprise Fund is incorporated herein by
                                       reference   to  Exhibit   1(h)  to  Post-
                                       Effective Amendment No. 48.

                                  (i)  Certificate  of  Designation   for  Janus
                                       Balanced Fund is  incorporated  herein by
                                       reference   to  Exhibit   1(i)  to  Post-
                                       Effective Amendment No. 48.

                                  (j)  Certificate  of  Designation   for  Janus
                                       Short-Term   Bond  Fund  is  incorporated
                                       herein by  reference  to Exhibit  1(j) to
                                       Post- Effective Amendment No. 48.

                                  (k)  Certificate  of  Designation   for  Janus
                                       Federal  Tax-Exempt  Fund is incorporated
                                       herein by  reference  to Exhibit  1(k) to
                                       Post-Effective Amendment No. 54.

                                  (l)  Certificate  of  Designation   for  Janus
                                       Mercury  Fund is  incorporated  herein by
                                       reference   to  Exhibit   1(l)  to  Post-
                                       Effective Amendment No. 54.

                                  (m)  Certificate  of  Designation   for  Janus
                                       Overseas Fund is  incorporated  herein by
                                       reference     to    Exhibit    1(m)    to
                                       Post-Effective Amendment No. 60.

                                  (n)  Form  of  Amendment  to the  Registrant's
                                       Agreement  and  Declaration  of  Trust is
                                       incorporated   herein  by   reference  to
                                       Exhibit 1(n) to Post-Effective  Amendment
                                       No. 62.

                                  (o)  Form of Certificate  of  Designation  for
                                       Janus Money Market Fund, Janus Government
                                       Money  Market  Fund and Janus  Tax-Exempt
                                       Money Market Fund is incorporated  herein
                                       by   reference   to   Exhibit   1(o)   to
                                       Post-Effective Amendment No. 62.

   
                                  (p)  Form of Certificate  of  Designation  for
                                       Janus  High-Yield  Fund and Janus Olympus
                                       Fund is incorporated  herein by reference
                                       to   Exhibit   1(p)   to   Post-Effective
                                       Amendment No. 68.
    

             Exhibit 2                 Bylaws   are   incorporated   herein   by
                                       reference to Exhibit 2 to  Post-Effective
                                       Amendment No. 30.


                                      C-2
<PAGE>

             Exhibit 3                 Not Applicable.

             Exhibit 4            (a)  Specimen  Stock   Certificate  for  Janus
                                       Fund(1)   is   incorporated   herein   by
                                       reference     to    Exhibit    4(b)    to
                                       Post-Effective Amendment No. 42.

                                  (b)  Specimen  Stock   Certificate  for  Janus
                                       Growth  and Income  Fund is  incorporated
                                       herein by  reference  to Exhibit  4(b) to
                                       Post-Effective Amendment No. 42.

                                  (c)  Specimen  Stock   Certificate  for  Janus
                                       Worldwide Fund is incorporated  herein by
                                       reference   to  Exhibit   4(c)  to  Post-
                                       Effective Amendment No. 42.

                                  (d)  Specimen  Stock   Certificate  for  Janus
                                       Twenty Fund(1) is incorporated  herein by
                                       reference   to  Exhibit   4(d)  to  Post-
                                       Effective Amendment No. 46.

                                  (e)  Specimen  Stock   Certificate  for  Janus
                                       Flexible  Income Fund(1) is  incorporated
                                       herein by  reference  to Exhibit  4(e) to
                                       Post-Effective Amendment No. 46.

                                  (f)  Specimen  Stock   Certificate  for  Janus
                                       Intermediate     Government    Securities
                                       Fund(1)   is   incorporated   herein   by
                                       reference     to    Exhibit    4(f)    to
                                       Post-Effective Amendment No. 46.

                                  (g)  Specimen  Stock   Certificate  for  Janus
                                       Venture Fund(1) is incorporated herein by
                                       reference   to  Exhibit   4(g)  to  Post-
                                       Effective Amendment 47.

                                  (h)  Specimen  Stock   Certificate  for  Janus
                                       Enterprise Fund is incorporated herein by
                                       reference   to  Exhibit   4(h)  to  Post-
                                       Effective Amendment No. 48.

                                  (i)  Specimen  Stock   Certificate  for  Janus
                                       Balanced Fund is  incorporated  herein by
                                       reference   to  Exhibit   4(i)  to  Post-
                                       Effective Amendment No. 48.

                                  (j)  Specimen  Stock   Certificate  for  Janus
                                       Short-Term   Bond  Fund  is  incorporated
                                       herein by  reference  to Exhibit  4(j) to
                                       Post- Effective Amendment No. 48.

       

- -------------------
(1) Outstanding  certificates  representing shares of predecessor entity to this
series of the Trust are deemed to represent shares of this series.


                                      C-3
<PAGE>

                                  (k)  Specimen  Stock   Certificate  for  Janus
                                       Federal  Tax-Exempt  Fund is incorporated
                                       herein by  reference  to Exhibit  4(k) to
                                       Post-Effective Amendment No. 54.

                                  (l)  Specimen  Stock   Certificate  for  Janus
                                       Mercury  Fund is  incorporated  herein by
                                       reference   to  Exhibit   4(l)  to  Post-
                                       Effective Amendment No. 54.

                                  (m)  Specimen  Stock   Certificate  for  Janus
                                       Overseas Fund is  incorporated  herein by
                                       reference     to    Exhibit    4(m)    to
                                       Post-Effective Amendment No. 60.

   
                                  (n)  Specimen  Stock  Certificates  for  Janus
                                       High-Yield  Fund and Janus  Olympus  Fund
                                       are  incorporated  herein by reference to
                                       Exhibit 4(n) to Post-Effective  Amendment
                                       No. 68.
    

             Exhibit 5            (a)  Investment  Advisory  Agreement for Janus
                                       Fund is incorporated  herein by reference
                                       to Exhibit 5 to Post- Effective Amendment
                                       No. 30.

                                  (b)  Investment  Advisory  Agreement for Janus
                                       Growth   and   Income   Fund  and   Janus
                                       Worldwide Fund is incorporated  herein by
                                       reference     to    Exhibit    5(b)    to
                                       Post-Effective Amendment No. 42.

                                  (c)  Form of Investment Advisory Agreement for
                                       Janus Twenty Fund and Janus  Venture Fund
                                       is  incorporated  herein by  reference to
                                       Exhibit 5(c) to Post-Effective  Amendment
                                       No. 46.

                                  (d)  Form of Investment Advisory Agreement for
                                       Janus  Flexible  Income  Fund  and  Janus
                                       Intermediate  Government  Securities Fund
                                       is  incorporated  herein by  reference to
                                       Exhibit 5(d) to Post-Effective  Amendment
                                       No. 46.

                                  (e)  Form of Investment Advisory Agreement for
                                       Janus  Enterprise  Fund,  Janus  Balanced
                                       Fund and Janus  Short-  Term Bond Fund is
                                       incorporated   herein  by   reference  to
                                       Exhibit 5(e) to Post-Effective  Amendment
                                       No. 48.

                                  (f)  Form of Investment Advisory Agreement for
                                       Janus Federal  Tax-Exempt  Fund and Janus
                                       Mercury  Fund is  incorporated  herein by
                                       reference     to    Exhibit    5(f)    to
                                       Post-Effective Amendment No. 54.

                                  (g)  Form of Investment Advisory Agreement for
                                       Janus   Overseas  Fund  is   incorporated
                                       herein by  reference  to Exhibit  5(g) to
                                       Post-Effective Amendment No. 60.


                                      C-4
<PAGE>

                                  (h)  Form of Investment Advisory Agreement for
                                       Janus Money Market Fund, Janus Government
                                       Money  Market  Fund and Janus  Tax-Exempt
                                       Money Market Fund is incorporated  herein
                                       by   reference   to   Exhibit   5(h)   to
                                       Post-Effective Amendment No. 64.

   
                                  (i)  Draft   form   of   Investment   Advisory
                                       Agreement  for Janus  High-Yield  Fund is
                                       incorporated   herein  by   reference  to
                                       Exhibit 5(i) to Post-Effective  Amendment
                                       No. 68.

                                  (j)  Draft   form   of   Investment   Advisory
                                       Agreement   for  Janus  Olympus  Fund  is
                                       incorporated   herein  by   reference  to
                                       Exhibit 5(j) to Post-Effective  Amendment
                                       No. 68.
    

             Exhibit 6                 Form of  Distribution  Agreement  between
                                       Janus    Investment    Fund   and   Janus
                                       Distributors, Inc. is incorporated herein
                                       by    reference    to    Exhibit   6   to
                                       Post-Effective Amendment No. 57.

             Exhibit 7                 Not Applicable.

             Exhibit 8            (a)  Custodian    Contract    between    Janus
                                       Investment Fund and State Street Bank and
                                       Trust Company is  incorporated  herein by
                                       reference     to    Exhibit    8(a)    to
                                       Post-Effective Amendment No. 32.

                                  (b)  Amendment  dated  April 25, 1990 of State
                                       Street Custodian Contract is incorporated
                                       herein by  reference  to Exhibit  8(b) to
                                       Post-Effective Amendment No. 40.

                                  (c)  Letter  Agreement  dated February 1, 1991
                                       regarding State Street Custodian Contract
                                       is  incorporated  herein by  reference to
                                       Exhibit 8(c) to Post-Effective  Amendment
                                       No. 42.

                                  (d)  Custodian    Contract    between    Janus
                                       Investment  Fund and Investors  Fiduciary
                                       Trust Company is  incorporated  herein by
                                       reference     to    Exhibit    8(d)    to
                                       Post-Effective Amendment No. 42.

                                  (e)  Letter  Agreement  dated  October 9, 1992
                                       regarding    State    Street    Custodian
                                       Agreement  is   incorporated   herein  by
                                       reference     to    Exhibit    8(e)    to
                                       Post-Effective Amendment No. 52.

                                  (f)  Letter  Agreement  dated  April 28,  1993
                                       regarding    State    Street    Custodian
                                       Agreement  is   incorporated   herein  by
                                       reference     to    Exhibit    8(f)    to
                                       Post-Effective Amendment No. 60.


                                      C-5
<PAGE>

                                  (g)  Letter  Agreement  dated  April  4,  1994
                                       regarding    State    Street    Custodian
                                       Agreement  is   incorporated   herein  by
                                       reference     to    Exhibit    8(g)    to
                                       Post-Effective Amendment No. 64.

                                  (h)  Form of Custody  Agreement  between Janus
                                       Investment Fund, on behalf of Janus Money
                                       Market  Fund,   Janus   Government  Money
                                       Market  Fund and Janus  Tax-Exempt  Money
                                       Market Fund,  and United  Missouri  Bank,
                                       N.A. is incorporated  herein by reference
                                       to  Exhibit   8(h)  to  Post-   Effective
                                       Amendment No. 64.

   
                                  (i)  Letter  Agreement  regarding State Street
                                       Custodian  Agreement,   with  respect  to
                                       Janus  High-Yield  Fund and Janus Olympus
                                       Fund is incorporated  herein by reference
                                       to   Exhibit   8(i)   to   Post-Effective
                                       Amendment No. 68.
    

             Exhibit 9            (a)  Transfer Agency  Agreement with Investors
                                       Fiduciary  Trust Company is  incorporated
                                       herein by  reference  to Exhibit  9(b) to
                                       Post-Effective Amendment No. 42.

                                  (b)  Subagency Agreement between Janus Service
                                       Corporation and Investors Fiduciary Trust
                                       Company   is   incorporated   herein   by
                                       reference     to    Exhibit    9(c)    to
                                       Post-Effective Amendment No. 42.

                                  (c)  Form  of  Administration  Agreement  with
                                       Janus Capital Corporation for Janus Money
                                       Market  Fund,   Janus   Government  Money
                                       Market  Fund and Janus  Tax-Exempt  Money
                                       Market  Fund is  incorporated  herein  by
                                       reference     to    Exhibit    9(c)    to
                                       Post-Effective Amendment No. 64.

                                  (d)  Transfer  Agency   Agreement  with  Janus
                                       Service   Corporation   for  Janus  Money
                                       Market  Fund,   Janus   Government  Money
                                       Market  Fund and Janus  Tax-Exempt  Money
                                       Market  Fund is  incorporated  herein  by
                                       reference     to    Exhibit    9(d)    to
                                       Post-Effective Amendment No. 64.

                                  (e)  Form of Transfer  Agency  Agreement  with
                                       Janus  Service   Corporation   for  Janus
                                       High-Yield  Fund and Janus  Olympus  Fund
                                       will be filed by amendment.

             Exhibit 10           (a)  Opinion  and  Consent of  Messrs.  Davis,
                                       Graham & Stubbs with respect to shares of
                                       Janus  Fund  is  incorporated  herein  by
                                       reference    to   Exhibit   10   (a)   to
                                       Post-Effective Amendment No. 31.

                                  (b)  Opinion and Consent of Fund  Counsel with
                                       respect  to  shares of Janus  Growth  and
                                       Income Fund and Janus Worldwide


                                      C-6
<PAGE>

                                       Fund is incorporated  herein by reference
                                       to   Exhibit   10(b)  to   Post-Effective
                                       Amendment 42.

                                  (c)  Opinion and Consent of Fund  Counsel with
                                       respect  to  shares  of Janus  Enterprise
                                       Fund,   Janus  Balanced  Fund  and  Janus
                                       Short-Term   Bond  Fund  is  incorporated
                                       herein by reference  to Exhibit  10(d) to
                                       Post-Effective Amendment No. 48.

                                  (d)  Opinion and  Consent of Messrs.  Sullivan
                                       and  Worcester  with respect to shares of
                                       Janus Twenty Fund is incorporated  herein
                                       by   reference   to   Exhibit   10(e)  to
                                       Post-Effective Amendment No. 49.

                                  (e)  Opinion and  Consent of Messrs.  Sullivan
                                       and  Worcester  with respect to shares of
                                       Janus Venture Fund is incorporated herein
                                       by   reference   to   Exhibit   10(f)  to
                                       Post-Effective Amendment No. 49.

                                  (f)  Opinion and  Consent of Messrs.  Sullivan
                                       and  Worcester  with respect to shares of
                                       Janus    Flexible    Income    Fund    is
                                       incorporated   herein  by   reference  to
                                       Exhibit   10(g)   to   Post-    Effective
                                       Amendment No. 49.

                                  (g)  Opinion and  Consent of Messrs.  Sullivan
                                       and  Worcester  with respect to shares of
                                       Janus Intermediate  Government Securities
                                       Fund is incorporated  herein by reference
                                       to   Exhibit   10(h)  to   Post-Effective
                                       Amendment No. 49.

                                  (h)  Opinion and Consent of Fund  Counsel with
                                       respect   to  shares  of  Janus   Federal
                                       Tax-Exempt Fund and Janus Mercury Fund is
                                       incorporated   herein  by   reference  to
                                       Exhibit   10(i)   to   Post-    Effective
                                       Amendment No. 54.

                                  (i)  Opinion and Consent of Fund  Counsel with
                                       respect to shares of Janus  Overseas Fund
                                       is  incorporated  herein by  reference to
                                       Exhibit 10(i) to Post-Effective Amendment
                                       No. 60.

                                  (j)  Opinion and Consent of Fund  Counsel with
                                       respect to shares of Janus  Money  Market
                                       Fund,  Janus Government Money Market Fund
                                       and Janus Tax-Exempt Money Market Fund is
                                       incorporated   herein  by   reference  to
                                       Exhibit   10(j)   to   Post-    Effective
                                       Amendment No. 62.

                                  (k)  Opinion and Consent of Fund  Counsel with
                                       respect to Institutional  Shares of Janus
                                       Money Market Fund, Janus Government Money
                                       Market  Fund and Janus  Tax-Exempt  Money
                                       Market  Fund is  incorporated  herein  by
                                       reference    to    Exhibit    10(k)    to
                                       Post-Effective Amendment No. 65.


                                      C-7
<PAGE>

   
                                  (l)  Opinion and Consent of Fund  Counsel with
                                       respect  to  shares  of Janus  High-Yield
                                       Fund   and   Janus    Olympus   Fund   is
                                       incorporated   herein  by   reference  to
                                       Exhibit   10(l)   to   Post-    Effective
                                       Amendment No. 68.

             Exhibit 11                Consent of Price  Waterhouse LLP is filed
                                       herein as Exhibit 11.
    

             Exhibit 12                Not Applicable.

             Exhibit 13                Not Applicable.

             Exhibit 14           (a)  Model   Individual   Retirement  Plan  is
                                       incorporated   herein  by   reference  to
                                       Exhibit 14(a) to Post-Effective Amendment
                                       No. 57.

                                  (b)  Model  Defined  Contribution   Retirement
                                       Plan is incorporated  herein by reference
                                       to   Exhibit   14(b)  to   Post-Effective
                                       Amendment No. 41.

                                  (c)  Model   Section    403(b)(7)    Plan   is
                                       incorporated   herein  by   reference  to
                                       Exhibit 14(c) to Post-Effective Amendment
                                       No. 38.

             Exhibit 15                Not Applicable.

             Exhibit 16           (a)  Computation    of   Total    Return    is
                                       incorporated   herein  by   reference  to
                                       Exhibit  16 to  Post-Effective  Amendment
                                       No. 44.

                                  (b)  Computation    of   Current   Yield   and
                                       Effective Yield is incorporated herein by
                                       reference  to  Exhibit   16(b)  to  Post-
                                       Effective Amendment No. 67.

             Exhibit 17                Powers of  Attorney  dated as of June 30,
                                       1995,   are   incorporated    herein   by
                                       reference   to   Exhibit   17  to   Post-
                                       Effective Amendment No. 67.

   
             Exhibit 18           (a)  Form of plan  entered into by Janus Money
                                       Market  Fund,   Janus   Government  Money
                                       Market Fund and Janus Tax-  Exempt  Money
                                       Market   Fund   pursuant  to  Rule  18f-3
                                       setting  forth the  separate  arrangement
                                       and expense  allocation  of each class of
                                       such   Funds   filed  as  Exhibit  18  to
                                       Post-Effective   Amendment   No.   66  is
                                       withdrawn.

                                  (b)  Restated  form of Rule 18f-3 plan entered
                                       into by Janus Money  Market  Fund,  Janus
                                       Government  Money  Market  Fund and Janus
                                       Tax-Exempt  Money  Market  Fund is  filed
                                       herein as Exhibit 18(b).
    


                                      C-8
<PAGE>

   
             Exhibit 27                A Financial Data Schedule for each of the
                                       following   Funds  is  filed   herein  as
                                       Exhibit 27:

                                       Janus Money Market Fund - Institutional 
                                        Shares
                                       Janus Government Money Market Fund - 
                                        Institutional Shares
                                       Janus Tax-Exempt Money Market Fund - 
                                        Institutional Shares
    


ITEM 25.  Persons Controlled by or Under Common Control with Registrant
          None


ITEM 26.  Number of Holders of Securities

          The number of record  holders of shares of the Registrant as of August
          31, 1995, was as follows:

                                                                  Number of
          Title of Class                                          Record Holders
          --------------                                          --------------

          Janus Fund shares                                              786,506
          Janus Growth and Income Fund shares                             81,258
          Janus Worldwide Fund shares                                    195,443
          Janus Overseas Fund shares                                      22,160
          Janus Twenty Fund shares                                       349,337
          Janus Flexible Income Fund shares                               33,830
          Janus Intermediate Government
            Securities Fund shares                                         5,210
          Janus Venture Fund shares                                      145,096
          Janus Enterprise Fund shares                                    69,346
          Janus Balanced Fund shares                                      18,988
          Janus Short-Term Bond Fund shares                                5,327
          Janus Federal Tax-Exempt Fund shares                             3,866
          Janus Mercury Fund shares                                      171,526
          Janus Money Market Fund - Investor Shares                       69,736
          Janus Money Market Fund - Institutional Shares                      43
          Janus Government Money
            Market Fund - Investor Shares                                 12,239
          Janus Government Money
            Market Fund - Institutional Shares                                29
          Janus Tax-Exempt Money
            Market Fund - Investor Shares                                  6,363
          Janus Tax-Exempt Money
            Market Fund - Institutional Shares                                 5
          Janus High-Yield Fund shares                                       N/A
          Janus Olympus Fund shares                                          N/A


ITEM 27. Indemnification

     Article VIII of Janus Investment  Fund's Agreement and Declaration of Trust
provides for  indemnification  of certain persons acting on behalf of the Funds.
In general,  Trustees and officers  will be  indemnified  against  liability and
against all  expenses of  litigation  incurred  by them in  connection  with any
claim,  action,  suit or  proceeding  (or  settlement of the same) in which they
become  involved  by  virtue of their  Fund  office,  unless  their  conduct  is
determined to constitute


                                      C-9
<PAGE>

willful misfeasance,  bad faith, gross negligence or reckless disregard of their
duties,  or unless it has been determined that they have not acted in good faith
in the  reasonable  belief that their actions were in or not opposed to the best
interests  of  the  Funds.  A  determination   that  a  person  covered  by  the
indemnification  provisions  is entitled to  indemnification  may be made by the
court or other body before which the proceeding is brought,  or by either a vote
of a majority of a quorum of Trustees  who are neither  "interested  persons" of
the Trust nor parties to the proceeding or by an independent  legal counsel in a
written opinion.  The Funds also may advance money for these expenses,  provided
that the  Trustee or  officer  undertakes  to repay the Funds if his  conduct is
later  determined  to  preclude  indemnification,  and that  either  he  provide
security for the undertaking, the Trust be insured against losses resulting from
lawful  advances  or a  majority  of a  quorum  of  disinterested  Trustees,  or
independent counsel in a written opinion,  determines that he ultimately will be
found to be entitled to  indemnification.  The Trust also  maintains a liability
insurance policy covering its Trustees and officers.


ITEM 28. Business and Other Connections of Investment Adviser

     The  only  business  of  Janus  Capital  Corporation  is to  serve  as  the
investment  adviser of the Registrant and as investment adviser or subadviser to
several  other  mutual  funds and  private  and  retirement  accounts.  The only
businesses,  professions,  vocations or employments  of a substantial  nature of
Thomas H. Bailey,  James P. Craig,  Thomas F. Marsico,  James P. Goff, Warren B.
Lammert,  Ronald V.  Speaker,  Helen Young Hayes,  Sharon S.  Pichler,  Scott W.
Schoelzel, David C. Tucker and Steven R. Goodbarn,  officers and/or directors of
Janus Capital  Corporation,  are described  under "Officers and Trustees" in the
currently  effective  Statements  of  Additional  Information  included  in this
Registration  Statement.  Mr.  Michael E.  Herman,  a director of Janus  Capital
Corporation,  is Chairman of the  Finance  Committee  (1990 to present) of Ewing
Marion Kauffman  Foundation,  4900 Oak, Kansas City, Missouri 64112. Mr. Michael
N. Stolper, a director of Janus Capital  Corporation,  is President of Stolper &
Company,  Inc., 525 "B" Street,  Suite 1080,  San Diego,  California  92101,  an
investment performance consultant.  Mr. Thomas A. McDonnell, a director of Janus
Capital Corporation, is President, Chief Executive Officer and a Director of DST
Systems,  Inc., 1004 Baltimore Avenue,  Kansas City, Missouri 64105, provider of
data  processing and  recordkeeping  services for various  mutual funds,  and is
Executive  Vice  President  and a director of Kansas City  Southern  Industries,
Inc., 114 W. 11th Street, Kansas City, Missouri 64105, a publicly traded holding
company whose primary  subsidiaries are engaged in  transportation,  information
processing and financial services.


ITEM 29.  Principal Underwriters

          (a)  Janus Distributors, Inc. ("Janus Distributors") does not serve as
               a principal  underwriter  for any  investment  company other than
               Registrant.

          (b)  The principal business address, positions with Janus Distributors
               and  positions  with  Registrant of David C. Tucker and Steven R.
               Goodbarn,  officers  and  directors  of Janus  Distributors,  are
               described  under  "Officers  and  Trustees"  in the  Statement of
               Additional Information included in this Registration Statement.

          (c)  Not applicable.


                                      C-10
<PAGE>

ITEM 30.  Location of Accounts and Records

     The  accounts,  books and other  documents  required  to be  maintained  by
Section 31(a) of the  Investment  Company Act of 1940 and the rules  promulgated
thereunder  are  maintained  by Janus  Capital  Corporation  and  Janus  Service
Corporation,  both of which are  located  at 100  Fillmore  Street,  Suite  300,
Denver,  Colorado  80206-4923 and by Investors  Fiduciary Trust Company,  127 W.
10th Street,  Kansas City,  Missouri 64105, State Street Bank and Trust Company,
P.O. Box 351,  Boston,  Massachusetts  02101 and United  Missouri Bank, P.O. Box
419226, Kansas City, Missouri 64141-6226.


ITEM 31.  Management Services

     The  Registrant  has no  management-related  service  contract which is not
discussed in Part A or Part B of this form.


ITEM 32.  Undertakings

          (a)  Not applicable.

   
          (b)  Not applicable.
    

          (c)  The  Registrant  undertakes  to  furnish  each  person  to whom a
               prospectus is delivered  with a copy of the  Registrant's  latest
               annual report to shareholders, upon request and without charge.



                                      C-11
<PAGE>

                                   SIGNATURES


   
     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company Act of 1940, the  Registrant  certifies that it meets all of
the  requirements  for  effectiveness  of  this  Amendment  to its  Registration
Statement  pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its  Registration  Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Denver, and State of
Colorado, on the 28th day of September, 1995.
    

                                                     JANUS INVESTMENT FUND


                                                     By: /s/ Thomas H. Bailey
                                                     Thomas H. Bailey, President

     Janus  Investment  Fund is organized under the Agreement and Declaration of
Trust of the Registrant dated February 11, 1986, a copy of which is on file with
the Secretary of State of The Commonwealth of Massachusetts.  The obligations of
the Registrant hereunder are not binding upon any of the Trustees, shareholders,
nominees,  officers, agents or employees of the Registrant personally,  but bind
only the trust  property of the  Registrant,  as provided in the  Agreement  and
Declaration of Trust of the  Registrant.  The execution of this Amendment to the
Registration Statement has been authorized by the Trustees of the Registrant and
this  Amendment to the  Registration  Statement has been signed by an authorized
officer of the  Registrant,  acting as such, and neither such  authorization  by
such  Trustees nor such  execution by such officer  shall be deemed to have been
made by any of them  personally,  but shall bind only the trust  property of the
Registrant as provided in its Declaration of Trust.

     Pursuant to the  requirements of the Securities Act of 1933, this Amendment
to the Registration  Statement has been signed below by the following persons in
the capacities and on the dates indicated.

Signature                  Title                              Date
- ---------                  -----                              ----

   
/s/ Thomas H. Bailey       President                          September 28, 1995
Thomas H. Bailey           (Principal Executive
                           Officer) and Trustee

/s/ Steven R. Goodbarn     Treasurer and Chief                September 28, 1995
Steven R. Goodbarn         Financial Officer
                           (Principal Financial
                           and Accounting Officer)

/s/ James P. Craig         Trustee                            September 28, 1995
James P. Craig
    


<PAGE>

   
Gary O. Loo*               Trustee                            September 28, 1995
Gary O. Loo

Dennis B. Mullen*          Trustee                            September 28, 1995
Dennis B. Mullen

John W. Shepardson*        Trustee                            September 28, 1995
John W. Shepardson

William D. Stewart*        Trustee                            September 28, 1995
William D. Stewart

Martin H. Waldinger*       Trustee                            September 28, 1995
Martin H. Waldinger
    



/s/ Steven R. Goodbarn
*By Steven R. Goodbarn
    Attorney-in-Fact


<PAGE>

                                INDEX OF EXHIBITS


       

         Exhibit 11                   Consent of Price Waterhouse

   
         Exhibit 18(b)                Restated form of Rule 18f-3 Plan

         Exhibit 27                   Financial Data Schedules
    



                                                                      EXHIBIT 11






                       Consent of Independent Accountants


We  hereby  consent  to the  reference  to us  under  the  heading  "Independent
Accountants"  in the Statement of Additional  Information  constituting  part of
this Post-Effective  Amendment No. 69 to the Registration Statement on Form N-1A
of Janus Investment Fund.


/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP

Denver, Colorado
September 27, 1995



                                                                   EXHIBIT 18(b)

                                                                  April 14, 1995
                                                   As Amended September 27, 1995

                                 RULE 18f-3 PLAN


     This Rule 18f-3 Plan ("Plan") is adopted by Janus  Investment  Fund ("JIF")
with  respect to Investor  Shares and  Institutional  Shares (each a "Class") of
each of the Janus Money Market Fund, the Janus  Government Money Market Fund and
the Janus  Tax-Exempt  Money  Market Fund (each a "Fund")  portfolios  of JIF in
accordance with the provisions of Rule 18f-3 under the Investment Company Act of
1940 (the "Act").

     1.  Pursuant  to and  as  described  in  Administration  Agreements,  dated
December 9, 1994, between Janus Capital Corporation ("JCC") and JIF with respect
to each Fund (each an "Agreement"), JCC provides each Fund with certain services
incidental  to the Fund's  operations  and  business  and, for  providing  those
services, is paid a fee by the Fund (an "Administration Fee"). A portion of each
Administration  Fee  relates to services  performed  by JCC that vary on a Class
basis as identified in Section 2 of this Plan; those services are referred to as
Rule 18f-3 Plan Services.  A portion of each  Administration Fee also relates to
Class  Expenses (as defined below) that are assumed by JCC pursuant to Section 5
of each  Agreement.  The fees paid for  performing  Rule 18f-3 Plan Services and
assuming Class Expenses are referred to as Rule 18f-3 Plan Fees. Rule 18f-3 Plan
Fees and Class  Expenses,  as defined  below,  relating  to each Class are borne
solely by the Class to which they relate and within each Class are borne by each
share pro rata on the basis of its net asset value.

         2. Rule  18f-3  Plan  Services  include  the  following:  provision  of
transfer agency and shareholder servicing functions for each Class;  preparation
and filing of  documents  necessary  to obtain  and  maintain  registration  and
qualification  of  shares  of  each  Class  with  the  Securities  and  Exchange
Commission  and  state  or   territorial   securities   commissions;   clerical,
recordkeeping and


<PAGE>

bookkeeping  services related to a specific Class;  preparation and distribution
of prospectuses,  statements of additional information,  reports to shareholders
and proxy statements relating to a specific Class;  preparation of materials for
all meetings of the Trustees of JIF insofar as they relate to matters concerning
a specific  Class;  and all other  services  performed  by JCC  pursuant to each
Agreement insofar as they relate to a specific Class.

     3.  Pursuant  to  Section 5 of each  Agreement,  JCC  assumes  those  Class
Expenses  (as defined  below) of each Fund that are not borne by JIF as provided
in Section 6 of the  Agreement.  JCC is not  separately  reimbursed for assuming
those Class Expenses.

     4.  Expenses  incurred by JIF or assumed by JCC pursuant to each  Agreement
that are chargeable to a specific Class ("Class Expenses") include expenses (not
including advisory or custodial fees or other expenses related to the management
of a Fund's assets) that are incurred in a different amount by that Class or are
in consideration of services  provided to that Class of a different kind or to a
different degree than are provided to another Class. Class Expenses include: (i)
expenses  related to preparing and  distributing  materials  such as shareholder
reports, prospectuses and proxy statements to current shareholders of a specific
Class;  (ii) Blue Sky  registration  fees  incurred  with  respect to a specific
Class;  (iii)  litigation or other legal expenses  relating to a specific Class;
(iv) fees or expenses of the Trustees of JIF who are not  interested  persons of
JCC ("Independent Trustees"),  and of counsel and consultants to the Independent
Trustees,  incurred  as a result of issues  relating  to a specific  Class;  (v)
auditing  and  consulting  expenses  relating  to a  specific  Class;  and  (vi)
additional  expenses incurred with respect to a specific Class as identified and
approved by the Trustees of JIF and the Independent Trustees.


                                       2
<PAGE>

     5. The Rule 18f-3 Plan Fees are up to .50% of the average  daily net assets
of the  Investor  Shares and up to .15% of the  average  daily net assets of the
Institutional  Shares of each Fund. JCC, in its sole  discretion,  may waive any
portion of the Rule 18f-3 Plan Fees with respect to a Class of Shares of a Fund.

     6. The  differences in the Rule 18f-3 Plan Fees and Class Expenses  payable
by each Class pursuant to this Plan are due to the differing  levels of services
offered to shareholders and investors  eligible to purchase shares of each Class
and to the differing levels of expenses  expected to be incurred with respect to
each Class.  Investor Shares are sold to individual and other retail  investors,
have a lower investment  minimum than is applicable to the Institutional  Shares
and have a  checkwriting  feature.  Institutional  Shares  are  offered  only to
eligible  institutional  and  individual  investors  willing  to meet the higher
investment  minimum of that Class. The Rule 18f-3 Plan Fees  attributable to the
Investor Shares are higher than those  attributable to the Institutional  Shares
because of the increased costs (expressed as a percentage of assets)  associated
with retail customer  accounts as opposed to larger individual and institutional
accounts.  These  differences are due primarily to (i) smaller account  balances
and transaction  sizes  associated with retail  accounts,  (ii) costs associated
with the checkwriting  feature,  (iii) costs associated with paper processing of
retail accounts  versus wire or ACH processing of  institutional  accounts,  and
(iv) the more extensive shareholder servicing needs of retail investors.

     7. The exchange  privilege  offered by each Fund  provides that shares of a
Class may be exchanged  for (i) shares of certain  other  portfolios  of JIF and
(ii) shares of the same Class of another Fund. Shareholders of another portfolio
of JIF who wish to exchange  their  shares for shares of a Fund will be required
to meet the standards  applicable to the Class they wish to exchange into (e.g.,


                                       3
<PAGE>

the  investment  minimum).  Notwithstanding  the  foregoing,  exchanges  will be
permitted  among Classes  should a shareholder  cease to be eligible to purchase
shares  of the  original  Class or  become  eligible  to  purchase  shares  of a
different Class by reason of a change in the shareholder's status.

     8. This Plan is adopted as of April 14,  1995,  and amended as of September
27, 1995,  pursuant to  determinations  previously  made by the Trustees of JIF,
including  a majority  of the  Independent  Trustees,  that the  multiple  class
structure  and the  allocation  of  expenses as set forth in the Plan are in the
best interests of each of the Investor and Institutional Shares individually and
each Fund and JIF as a whole. This Plan will continue in effect until terminated
in accordance with Section 11.

     9. In any year in which JCC  waives a portion  of the Rule  18f-3  Plan Fee
payable to JCC with respect to a Class of Shares of a Fund,  the  Trustees  will
review the  waiver by JCC in order to confirm  that the waiver is not a de facto
modification  of the fees  provided  for in the  Fund's  advisory  or any  other
contracts for which the fees may not vary by Class pursuant to Rule 18f-3.

     10. Material  amendments to the Plan may be made with respect to a Class at
any time with the approval of the  Trustees of JIF,  including a majority of the
Independent  Trustees,  upon  finding  that the Plan as  proposed to be amended,
including  the  allocation of expenses,  is in the best  interests of each Class
individually  and each Fund and JIF as a whole.  Non-material  amendments to the
Plan may be made by JCC at any time.

     11. This Plan may be  terminated  by the  Trustees  without  penalty at any
time.


                                       4


<TABLE> <S> <C>

<ARTICLE>                                                      6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated August 31, 1995 included in the Fund's Statement of Additional
Information  and is qualified  in its  entirety by  reference to such  financial
statements.
</LEGEND>
<SERIES>
<NUMBER>                                                     142
<NAME>              JANUS MONEY MARKET FUND-INSTITUTIONAL SHARES
<MULTIPLIER>                                               1,000
<CURRENCY>                              U.S. DOLLARS
       
<S>                                                <C>
<PERIOD-TYPE>                           OTHER
<FISCAL-YEAR-END>                       OCT-31-1995
<PERIOD-START>                          APR-17-1995
<PERIOD-END>                            AUG-31-1995
<EXCHANGE-RATE>                                            1.000
<INVESTMENTS-AT-COST>                                    972,018
<INVESTMENTS-AT-VALUE>                                   972,018
<RECEIVABLES>                                              6,101
<ASSETS-OTHER>                                                44
<OTHER-ITEMS-ASSETS>                                           0
<TOTAL-ASSETS>                                           978,163
<PAYABLE-FOR-SECURITIES>                                       0
<SENIOR-LONG-TERM-DEBT>                                        0
<OTHER-ITEMS-LIABILITIES>                                  3,618
<TOTAL-LIABILITIES>                                        3,618
<SENIOR-EQUITY>                                                0
<PAID-IN-CAPITAL-COMMON>                                 370,947
<SHARES-COMMON-STOCK>                                    370,947
<SHARES-COMMON-PRIOR>                                          0
<ACCUMULATED-NII-CURRENT>                                      0
<OVERDISTRIBUTION-NII>                                         0
<ACCUMULATED-NET-GAINS>                                        0
<OVERDISTRIBUTION-GAINS>                                       0
<ACCUM-APPREC-OR-DEPREC>                                       0
<NET-ASSETS>                                             370,947
<DIVIDEND-INCOME>                                              0
<INTEREST-INCOME>                                          3,646
<OTHER-INCOME>                                                 0
<EXPENSES-NET>                                               (90)
<NET-INVESTMENT-INCOME>                                    3,556
<REALIZED-GAINS-CURRENT>                                       0
<APPREC-INCREASE-CURRENT>                                      0
<NET-CHANGE-FROM-OPS>                                      3,556
<EQUALIZATION>                                                 0
<DISTRIBUTIONS-OF-INCOME>                                 (3,552)
<DISTRIBUTIONS-OF-GAINS>                                       0
<DISTRIBUTIONS-OTHER>                                          0
<NUMBER-OF-SHARES-SOLD>                                1,023,955
<NUMBER-OF-SHARES-REDEEMED>                             (653,347)
<SHARES-REINVESTED>                                          339
<NET-CHANGE-IN-ASSETS>                                   370,947
<ACCUMULATED-NII-PRIOR>                                        0
<ACCUMULATED-GAINS-PRIOR>                                      0
<OVERDISTRIB-NII-PRIOR>                                        0
<OVERDIST-NET-GAINS-PRIOR>                                     0
<GROSS-ADVISORY-FEES>                                         60
<INTEREST-EXPENSE>                                             0
<GROSS-EXPENSE>                                               90
<AVERAGE-NET-ASSETS>                                     160,548
<PER-SHARE-NAV-BEGIN>                                      1.000
<PER-SHARE-NII>                                            0.010
<PER-SHARE-GAIN-APPREC>                                    0.000
<PER-SHARE-DIVIDEND>                                      (0.010)
<PER-SHARE-DISTRIBUTIONS>                                  0.000
<RETURNS-OF-CAPITAL>                                           0
<PER-SHARE-NAV-END>                                        1.000
<EXPENSE-RATIO>                                            0.150
<AVG-DEBT-OUTSTANDING>                                         0
<AVG-DEBT-PER-SHARE>                                           0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                      6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated August 31, 1995 included in the Fund's Statement of Additional
Information  and is qualified  in its  entirety by  reference to such  financial
statements.
</LEGEND>
<SERIES>
<NUMBER>                                                     152
<NAME>   JANUS GOVERNMENT MONEY MARKET FUND-INSTITUTIONAL SHARES
<MULTIPLIER>                                               1,000
<CURRENCY>                              U.S. DOLLARS
       
<S>                                                <C>
<PERIOD-TYPE>                           OTHER
<FISCAL-YEAR-END>                       OCT-31-1995
<PERIOD-START>                          APR-17-1995
<PERIOD-END>                            AUG-31-1995
<EXCHANGE-RATE>                                            1.000
<INVESTMENTS-AT-COST>                                    158,688
<INVESTMENTS-AT-VALUE>                                   158,688
<RECEIVABLES>                                                790
<ASSETS-OTHER>                                              (201)
<OTHER-ITEMS-ASSETS>                                           0
<TOTAL-ASSETS>                                           159,277
<PAYABLE-FOR-SECURITIES>                                       0
<SENIOR-LONG-TERM-DEBT>                                        0
<OTHER-ITEMS-LIABILITIES>                                    847
<TOTAL-LIABILITIES>                                          847
<SENIOR-EQUITY>                                                0
<PAID-IN-CAPITAL-COMMON>                                  42,540
<SHARES-COMMON-STOCK>                                     42,540
<SHARES-COMMON-PRIOR>                                          0
<ACCUMULATED-NII-CURRENT>                                      0
<OVERDISTRIBUTION-NII>                                         0
<ACCUMULATED-NET-GAINS>                                        0
<OVERDISTRIBUTION-GAINS>                                       0
<ACCUM-APPREC-OR-DEPREC>                                       0
<NET-ASSETS>                                              42,540
<DIVIDEND-INCOME>                                              0
<INTEREST-INCOME>                                            446
<OTHER-INCOME>                                                 0
<EXPENSES-NET>                                               (11)
<NET-INVESTMENT-INCOME>                                      435
<REALIZED-GAINS-CURRENT>                                       1
<APPREC-INCREASE-CURRENT>                                      0
<NET-CHANGE-FROM-OPS>                                        436
<EQUALIZATION>                                                 0
<DISTRIBUTIONS-OF-INCOME>                                      0
<DISTRIBUTIONS-OF-GAINS>                                       0
<DISTRIBUTIONS-OTHER>                                          0
<NUMBER-OF-SHARES-SOLD>                                  115,915
<NUMBER-OF-SHARES-REDEEMED>                              (73,615)
<SHARES-REINVESTED>                                          240
<NET-CHANGE-IN-ASSETS>                                    42,540
<ACCUMULATED-NII-PRIOR>                                        0
<ACCUMULATED-GAINS-PRIOR>                                      0
<OVERDISTRIB-NII-PRIOR>                                        0
<OVERDIST-NET-GAINS-PRIOR>                                     0
<GROSS-ADVISORY-FEES>                                          0
<INTEREST-EXPENSE>                                             0
<GROSS-EXPENSE>                                                0
<AVERAGE-NET-ASSETS>                                      20,054
<PER-SHARE-NAV-BEGIN>                                      1.000
<PER-SHARE-NII>                                            0.010
<PER-SHARE-GAIN-APPREC>                                    0.000
<PER-SHARE-DIVIDEND>                                      (0.010)
<PER-SHARE-DISTRIBUTIONS>                                  0.000
<RETURNS-OF-CAPITAL>                                           0
<PER-SHARE-NAV-END>                                        1.000
<EXPENSE-RATIO>                                            0.150
<AVG-DEBT-OUTSTANDING>                                         0
<AVG-DEBT-PER-SHARE>                                           0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                                      6
<LEGEND>
This schedule  contains summary financial  information  extracted from financial
statements  dated August 31, 1995 included in the Fund's Statement of Additional
Information  and is qualified  in its  entirety by  reference to such  financial
statements.
</LEGEND>
<SERIES>
<NUMBER>                                                     162
<NAME>   JANUS TAX-EXEMPT MONEY MARKET FUND-INSTITUTIONAL SHARES
<MULTIPLIER>                                               1,000
<CURRENCY>                              U.S. DOLLARS
       
<S>                                                <C>
<PERIOD-TYPE>                           OTHER
<FISCAL-YEAR-END>                       OCT-31-1995
<PERIOD-START>                          APR-17-1995
<PERIOD-END>                            AUG-31-1995
<EXCHANGE-RATE>                                            1.000
<INVESTMENTS-AT-COST>                                     73,227
<INVESTMENTS-AT-VALUE>                                    73,227
<RECEIVABLES>                                                419
<ASSETS-OTHER>                                                17
<OTHER-ITEMS-ASSETS>                                           0
<TOTAL-ASSETS>                                            73,663
<PAYABLE-FOR-SECURITIES>                                   1,156
<SENIOR-LONG-TERM-DEBT>                                        0
<OTHER-ITEMS-LIABILITIES>                                    367
<TOTAL-LIABILITIES>                                        1,523
<SENIOR-EQUITY>                                                0
<PAID-IN-CAPITAL-COMMON>                                      10
<SHARES-COMMON-STOCK>                                         10
<SHARES-COMMON-PRIOR>                                          0
<ACCUMULATED-NII-CURRENT>                                      0
<OVERDISTRIBUTION-NII>                                         0
<ACCUMULATED-NET-GAINS>                                        0
<OVERDISTRIBUTION-GAINS>                                       0
<ACCUM-APPREC-OR-DEPREC>                                       0
<NET-ASSETS>                                                  10
<DIVIDEND-INCOME>                                              0
<INTEREST-INCOME>                                              0
<OTHER-INCOME>                                                 0
<EXPENSES-NET>                                                 0
<NET-INVESTMENT-INCOME>                                        0
<REALIZED-GAINS-CURRENT>                                       0
<APPREC-INCREASE-CURRENT>                                      0
<NET-CHANGE-FROM-OPS>                                          0
<EQUALIZATION>                                                 0
<DISTRIBUTIONS-OF-INCOME>                                      0
<DISTRIBUTIONS-OF-GAINS>                                       0
<DISTRIBUTIONS-OTHER>                                          0
<NUMBER-OF-SHARES-SOLD>                                       10
<NUMBER-OF-SHARES-REDEEMED>                                    0
<SHARES-REINVESTED>                                            0
<NET-CHANGE-IN-ASSETS>                                        10
<ACCUMULATED-NII-PRIOR>                                        0
<ACCUMULATED-GAINS-PRIOR>                                      0
<OVERDISTRIB-NII-PRIOR>                                        0
<OVERDIST-NET-GAINS-PRIOR>                                     0
<GROSS-ADVISORY-FEES>                                          0
<INTEREST-EXPENSE>                                             0
<GROSS-EXPENSE>                                                0
<AVERAGE-NET-ASSETS>                                          10
<PER-SHARE-NAV-BEGIN>                                      1.000
<PER-SHARE-NII>                                            0.010
<PER-SHARE-GAIN-APPREC>                                    0.000
<PER-SHARE-DIVIDEND>                                      (0.010)
<PER-SHARE-DISTRIBUTIONS>                                  0.000
<RETURNS-OF-CAPITAL>                                           0
<PER-SHARE-NAV-END>                                        1.000
<EXPENSE-RATIO>                                            0.150
<AVG-DEBT-OUTSTANDING>                                         0
<AVG-DEBT-PER-SHARE>                                           0
        

</TABLE>


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